The Sorceress' choice
by BemnalTheFallen
Summary: Twilight becomes torn between light and dark, a new loving sweet and beautiful relationship with Cheerille, as well as recently captured attention of the Night Princess, one offers happiness, stability, and love, the other offers forbidden knowledge, powerful dark magicks, and rough sex, who will Twilight choose? The innocent light? or the disturbing yet tempting darkness?
1. The Nerdy Mage

The Sorceress' Choice

Twilight becomes torn between light and dark, a new loving sweet and beautiful relationship with Cheerille, as well as recently captured attention of the Night Princess, one offers happiness, stability, and love, the other offers forbidden knowledge, powerful dark magicks, and rough sex, who will Twilight choose?

hey I just want to warn everybody that this story is... wierd.. it'll include scenes that some may find offensive or disturbing, this includes but is not limited to, sexual content, torture, murder, distrubing fetishes, and black magick/witchcraft

CHAPTER 1

The Nerdy Mage

*_how humble, how humble, oh how kind and pleasant thou art; yet I sense a certain... hidden agenda thou hast start._* excerpt from 'the secret book of Bemnal the Fallen'

Twilight Sparkle traversed with her party through the dungeon, they'd finally made thier way to Cameron the undying's lair!

Twilight turned her head, the red robes she was swaddled in swayed a bit from the motion, she looked upon her three companions, all unicorns,

perhaps today they'd finally be strong enough... finally a high enough level... there was herself, a red robed mage,

Skyhaven, a fighter, swaddled up in chainmail with a twin axe in her mouth, the handle bein held tightly within her maw, an axe blade protruding on either side of the handle, there was also a spear, a longwsord, and a shield all strapped to her back.

then was Juniper the Bard, wearing leather armor under an extravegant suit of fancy clothing, accompanied by a sheathed dagger, and a longsword on her back.

"all right... I think we can FINALLY do this today..." Twilight let out a bit shakilly, not quite convinced herself...

the current room they were in was at the very end of the dungeon, inside of it's lowest pit, around the rocky walls, were shelves filled with spell tomes, and at the very end, was a chair... a figrue rose from it, turning to meet the three heroes.

"ah... so here you are... I've been ex-" the lich was cut off as Juniper charged in with her sword out "DIE UNHOLY ABOMINATION!" she screemed at the top of her lungs,

Twilight hoof faced herself as Skyhaven screemed after the bard "YOU IDIOT! THIS IS WHY YOU ALWAYS...die" she finished just as Juniper was struck down in one hit by a death spell.

the Fighter rolled her eyes as she activated her enchanted item, swallowing her body in an aura of magicka resistance, then she sprinted at the lich.

Twilight pulled out her staff of mana drought and prepared to fire it.

The lich shot a shadow bolt at the blue skinned and yellow maned fighter, only to have the magick of it canceled out, the Lich growled as Skyhaven swung her axe into the lich three times, causing small damage to his massive hitpoints.

Twilight activated the staff and sent out a torrend of magicka cancellation which rather than silencing the lich, had destroyed his shield spell.

the Lich angrilly called forth a flesh Golem, which tackled the fighter and slammed her into the wall, not expecting this, the Golem got innitiative and began wailing down powerful rappid strikes.

meanwhile, Twilight cast out five magic missles which slammed into the Lich, knocking him back a bit as his attention was drawn to the red robbed mage.

the lich summoned up dark energies as he unleashed a torrent of malice upon the lavender unicorn, Twilight successfully resisted it's mental effects and quickly blasted out another ray of arcane cancelling energies which silenced the lich for a round.

Skyhaven was puking blood up, her chainmail smashed, her sword snapped, and the Flesh Golem finsihing her off with by picking her up and smashing her head into the wall.

The lich charged at Twilight, holding his boney hands out to grasp her with vampirising darkness, but the mage quickly dodged out of the way before blasting him with a fireball... which wasn't so smart of an idea since it had a sixty foot range, the impat sending both the lich and the magius flying into the walls on either side of the room.

"uhhhh..." Twilight groaned in pain as she stood back up shakilly on her hooves, but was horrifed as she saw the lich rise, his magick returned with a vengence as he cast raise corpse on Skyhaven and Juniper.

"NOOOO!" Twilight cried out as her former comapnions began chasing her around the room, she idly cast a lightning bolt at the Lich making him fly back, then Skyhaven caught up with her, but luckly she missed.

However the Bard successfully hit, but then Twilight dissappeard as the blade cut through thin air, the mage reappearing two spaces away, she opened her tightly closed eyes, then remembered she was weraing a cloak of displacement. "oh phew..."

But her relief was short lived as the lich cast a cone of coldness on her

'NOOOOO MAKE THE SAVING THROW! MAKE THE SAVING THROOOOOWW!' Twilight screemed in her head, but alas, she missed the roll and was encased in ice.

Soon Skyhaven dashed over to her and hacked the blade into Twilight's neck, decapitating her.

"WE DIED AGAAAAIIN!" Skyhaven screemed at the top of her lungs, her etheral form floating in the main chat room with her two friends; a few other Unicorns were idly floating by in the main area, surrounded by etheral doors to seveal adventuring campaigns,

so far this dungeon had proven to be their greatest challenge yet, no matter what combination of classes they chose, no matter what tactic... they always ended up... dying... ugh...

the astral Twilight sighed... she'd come accross this strange place a few months ago sometime after moving into Ponyville, one night she was idly searching the astral plane in her body of lightI(astral projection) and discovered a large gathering of other etheral unicorns,

it was a sort of 'gaming' center where unicorns could design entire worlds within the astral plane for other ponies to explore within a customized avatar, it had been dubbed, Dungeons and Unicorns.

Sometime in her many browsings of this place, Twilight had bumped into Skyhaven and Juniper, and soon the three became adventuring companions, taking on every challenge at eachother's backs.

"I just don't get it! he's invincible!" Juniper complained as she sunk to the ground.

"well it prrrobably didn't help that you charged in head first like an idiot..." Skyhaven chastised.

"YOU DID THAT TO!" the pink mare retorted.

"YA! CAUSE I'M A FIGHTER! AND I HAVE MAGICK RESISTANCE YOU MORON!" the aqua unicorn butted heads with with her friend.

Twilight just rolled her eyes with a smile, these two always argued with eachother, but they'd be the best of friends by morning.

"well" Twilight started, "I think I'm going to head off for the night, sweet dreams fillies" she finished.

The two unicorns paused thier glaring to smile at the lavender unicorn and bidding her farewell before returning to their staring contest.

Twlight laughed as her body of light drifted off along it's silver cord, heading back to her body on the physical plane.

XXXXX

Spke was yawning as he walked through the library, he was up far past his bed time but he had a few extra chores to take care of first, but as he was about to head up stairs, he noticed his caretaker staring off into nothing with a bit of drool falling don her lips, and her eyes were almost completely black,

the pupils dominating her sockets whle the lavender irises just barely showed on the edges.

Spike rolled his eyes, he knew full well where her mind was... but had the living hay scared out of him when her body suddenly spasmed before shaking it's head as her conciousness returned.

"EEESH! gosh that's creepy!" Spike cringed.

Twilight cracked her neck and stood up on slightly sore legs, she'd been on the astral pane for a good three hours, and wasn't entirely sure if this was healthy...

The mage shrugged it off and trotted upstairs with a concerned dragon behind her.

"Twi... I... you gonna be ok?" Spike asked, worriedly.

Twilight wryly smiled and turned to her assistant with a sigh "I'll be just fine, don't fret about it ok?" she didn't wait for a reply as she hopped up on her bed, although she was a little put out that she'd have to make yet ANOTHER avatar...

Idly Twilight brought forth some parchmetn an a quill with her telekinetic field as she also levitated over some odly shaped dice.

Twilight sang out a little toon as she rolled the dice onto her bedside table "my bah bah bahhhh bah... I use'd to wonder bah bahbah bah baaahhh until you all shared bah bahh bahbah bahhh"

first she rolled four six sided, discarding the lowest one she ended up with a natural 18, causing the librarian to hop up and down with glee "ya! ok... hmmm... probably... you know what? I'm sick of being defenseless..."

she wrote down 'Cleric' in her class section of her character and placed the 18 in her strength, then rolled the percent die... 85.

Twilight's eyes widened a bit, that was going to give her some significant advantages in battle. "ok! uhhh... hm"

she rolled five more times and got an 11, a 9, a 10, a 15, and a 16.

Twilight put the 16 in her wisdome, the 15 in her charisma, the 11 in her intellegence, the 10 in her constitution and finally the 9 in her dexterity.

Next she rolled for starter bits, then hopped up giddly again "yay!" she had more then enough to get platemail, a morning star on chain, heavy helmet, and ofcourse a basic adventuring kit.

Twilight hapilly put the character sheet away as she lie on her back, the chilly night air of Autum blowing past her skin and micro fur,

the levender unicorn absentmindedly rubbed her tummy with her forelegs, playing with the slight pudge that had built up from severe lack of excercise, it was kinda like playing iwth a warm soft coushy pillow;

and soon Twilight found herself cuddling her stomach as she rolled back and forth.

Twilight palyfully roled her upper half forward as if trying to curl up into a ball, she pushed her face further until she could nibble on her stomach, then she released it giggling at her wierd behavior,

though most ponies didn't know it, Twilight was actually quite an oddball, albiet a secretive one, she ofcourse acted properly wehn in the presence of others, but on her own personall time she was a 'silly filly' as Pinkie would put it.

Twilight felt laughter buildin up until her eyes landed right on her dark purple marehood. "..." her heart was racing at a hundred beats per second as her eyes went wide and her breathing began racing, the perverted thoughts claiming dominance.

"...oh come on Twilight... every mare's at LEAST thought about it..." she tried to reasure herself.

Twilight bit her lip and swallowed as she looked over to see that her dragon was still sleeping, then looked back to her flower... staring... she hooked her forelegs around her hind ones and tried to force her head between her haunches, with every inch that she drew closer, the wetter her flower got,

begging for a mouth to connect to it, if only she could just get close enough... her own musky scent wafted into her nose, making her mouth water as she drew in, her nethers begin her to push harder, to draw closer, practically crying for her to reach, to releave her of her need,

her hips bucked up a bit as her breath became so rabid and filled with steam agaisnt the night air, that she could feel the warm breath brushing against the chilling surface.

Twlight began moaning in sespair as her spine reached it's limit, 'come on Twilight, you can do it! just... a... little... further...' she jutted her tongue out desperately, practically a hair away form her target, so... bucking... close... at last she felt the ecstatic rush through her groin as her freezing tongue lapped against it.

"YEEETH! I THID IH!" she exclaimed with her tongue sticing out, and began fiercely lapping the centimeter of tongeu that was touching her nethers, wanting so bad to have more of the material encircling her sex.

Surges of pleasure and satisfaction frush ethrough her body making her shake, but it was short lived as the cramp in her neck, and her ribs cutting into her stomach forced her to roll back onto her bed, wincing at the chastising pain in her spine.

Twilight groaned in agony, her marehood practically screeming in anger that it's pleasure had been ripped away so cruely.

The lavender mage grumbled as she slipped her freezing body under the covers and drew her pillow under neath in order to cuddle them.

"oh well... it's an inch closer then last time... but practice makes perfect!" she interluded with fire in her eyes, swearing to herself that one day she'd be able to pleasure herself beyond what any amount of hoof work would do.

For now however... Twilight rolled onto her stomach, and cuddled the pillow under her torso, wrapping one forehoof around it as the other dug down below to her burning entrance, she rested her waist on it at began grinding into the material as her face was burried in the pillow's softness, wishing so bad that it was a real pony.

Twilight soon finished and lay on her stomach with her fore hooves wrapped around the pillow still under her torso as her face remained glued to the material, inhaling her own scent as her eyes scanned the ceiling thoughtfully "... oh Celestia I wish I had a partner..."

"it could be ANYpony... even a mare! I just... wait did I just say that? oh who cares..." she grumbled into the pillow as she seethed in her nerdy lonelyness.

So once again... Twilight would spend another night alone, with a portion of her covers cuddled into her hind legs, and her pillow cuddled into her forelegs, the side of her rump feeling the wet spot on the sheets that she'd made not a few moments ago... Same routine... every night... again and again... alone...

Twilight roared in anger as she swatted her forehoof against the pillow repeatedly "I'M SOOOO ALOOOOOONE!" she screemed dramatically before plopping back into her cuddling position as if nothing happened.

her mane sprawled on the bed, bits of hair sticking out, frizzled from her fret and her little 'self service' she sighed before snuggling up to her false pony and drifted off to sleep.

XXXXX

Twilight was sitting in a dungeon cell, she was covered in scars from fights throughout the dungeon and was currently crafting a shiv.

Sitting next to Twlight was Pinkie pie, her mane and tail her hanging down in straight perfect lines like the time she'd gone a little more crazy then usual over her friends avoiding her.

Pinkie Pie was using the edge of her hoof to pick something out of her teeth.

"hey Twi, who ya planin' on bucking tonight?" the emo Pinkie asked with a bit of a darker voice then normal, lacking her usual cheer as she spit the thing cought in her teeth on the ground.

The mage pondered on it "ah... no clue.." she replied eliciting a sultry smile form the dark earth pony.

"HEY!" they both heard from the cell bars, standing behind them was a Rainbow Dash albiet an unusual one, she was looking at the ground nervously while scuffing the ground with a hoof, and her cutie mark was replaced with the words (property of Flutterbitch) with several patches on her body covering up bite marks, while a pissed off Fluttershy stood next to her, eyes glowing blood red and sevreal self inflicted scars surrounding her body.

"oooooh! if it isn't Flutterbitch!" Pinkie giggled out claping her forehooves together, "you wanna joing us for some fun?" she asked innocenntly.

Flutterbitch responded with a growled and stuck her head inbetweent the bars, her skull becoming like a sponge as it squeezed through with a 'pop'

"STAY THE BUCK AWAY FROM MY DASHIE YOU CUNT!" she screemed out in a demonic voice.

Twlight rolled her eyes and rested on the jail bed, continuing ot craft her shiv.

Pinke Emo stuck her tongue out before adding, "then don't leave those delicious cupcakes all alone in the bathing area heh heh..." she stared hungrilly(literally) at Rainbow Dash who cowered behind the demonic Flutterbitch.

Flutterbitch spat at Pinkie Emo before sliding her head unobtruisively back through the cage bars and draging her Dashie by the tail of to their own prison cell.

Twlight sighed befoer commenting "you know, you really should just leave her alone, she's got Flutterbitch's brand on her rump after all."

Pinkie Emo shrugged "oh well... by the way Twi..." she hopped ontop of the lavender mage "since you got's nopony in mind..." she smashed her lips into the mage's locking her in a passionate kiss, which elicited a sweet moan from the unicorn.

Twlight soon found her fore and hind legs tied up by ropes that seemed to pop out of nowhere, then Pinkie grabbed Twlight's shiv and sliced a line accross Twilight's chest, cuasing a moan from the mage.

Pinkie Emo licked her lips as she pressed her lips onto the now bleeding wound and sucked out some of the blood, digging her tongue into the cut, sending stinging pain throughout Twilight's body, but it was stiffled by Pinkie's hoof tickling her entrance.

Soon Pinkie brouth her mouth away, with a generous amount of blood tapped in it as she then brought her mouth to the unicorn's nethers and locked her mouth around the entrance, swishing Twilight's blood and her own tongue throughout the purple ponie's groin.

Twilight panted, her body beginning to sweat as she felt a climax quickly building up.

"oh you like that huh?" Pinkie asked as she brought her head up, face smeared with a mixture of blood and juices.

Twilight nodded quickly and moaned her response, wanting the feeling of warm blood being shot up and sucked out of her marehood as her friend's tongue lapped greedilly at her folds to return.

"you want some breakfast Twi?" Pinkie then asked following Twilight's respone.

Twilight's eyes popped open "what?"

Suddenly Pinkie's voice was replaced with Spike's "you want some breakfast? hey Twi! are you even awake? TWILIGHT!"

Twilight jumped in her bed as she awoke from her bizaar dream. "ugghh..." the lavender unicorn sunk back into the bed sheets "well... that was uh... an interesting dream..." she let out shakilly while laughing halfheartedly to herself.

Spke quirked an eyebrow "um.. are you ok?" he asked in concern, but Twilight just shooed him with a hoof "yes yes I'm fine..." she scrambled out of her bed with dead asleep legs which caused her to akwardly slither her body until it fell onto the ground like a drunk pony.

her head in the ground with an 'ow...' and Spike could only sigh whilst shaking his head beffore returning downstairs to the kitchen area.

the Librarian grogilly picked herself up and went about her morning ritual, alergy medicen, bathroom, bath, breakfast, and finally plopping her rump on a cushion infront of her main podium.

"ok... so... what's on the agenda for today?" she opened up her maticulously planned out schedual, when a knock sounded at the door.

Twilight looked up curiously then turned to the clock, the Library wasn't supposed to be open for another two hours...

Twilight stood up and saunteered to the door, opening it casually to reveel a certain fuschia earth pony.

"oh! goodmorning Cheerilee!" Twilight said, beaming with hapyness, filled with joy in the presence of a teacher.

"oh Twilight! so good to see you! I was just wondering um... you see I won two tickets to see the wonderbolts this weekend in a BINGO contest and umm..." Cheerilee rubbed the back of her neck.

"oh my this is embarassing but um... you see, my friends are busy with familly matters and well... It would be a shame to let a ticket go to waste so um... I was wondering if perhaps you'd like to accompany me?" she let out a sheepish smile, blushing from how rambussant she was getting.

Twilight beamed a smile "I'd love to Cheerilee thank you!" she replied with genuine hapyness, she hadn't been out of the library for quite some time now, and Spike was gettin worried about her not having any fresh air.

"excellent!" Cheerilee hopped a bit in excitement "well then, I'll see you on Friday to catch the train to Canterlot?" she asked.

Twlight giggled "it's a date" the mage didn't even notice the light blush that formed on the teacher's lips at the mention of the word 'date' and looked thoughtfull for a second before offering for Cheerilee to come in and have some tea.

"oh my appologies Twilight but I must return tothe school, recess ends in..." she looked at the clock on Twilight's wall, concienciously making her jaw drop "I'MSORRYTWILIGHTIMUSTGOBYE!" she let out in a rushed shout before sprinting back to the school house.

Twilight just laughed goodheartedly as she shook her head, "she's a sweet mare..." then horror struck Twilight's face as she realized how this was going to completely incinerate her scheduel "SPIIIIKE! GET MASTER CHECK LIST! AND MY DAY PLANNER!" she dashed back and forth in the library, trying frantically to rearrange everything in her head.

"oh my gosh oh my gosh oh my gosh!" she ran around so fast that she tripped over herself and landed in a bookshelf, toppling wood and paper in a giant heaping mountain all over herself.

"uuugghhhh ow..." she groaned out in pain.

Spike shook his head and sighed as he looked at the chaos his caretaker had created.

END OF CHAPTER 1

AN: blah!...ok I really don't have anything to say at the moment... anywho, just so you guys know: this, like all my stories, will have a rather dark shade to it, so be prepared for a lot of creepyness, and bizaarnes... and pervertedness later on... especially with Luna muahahaaha!

review if you liked!

peace out bronies and pegasisters.


	2. The Mage and the Teacher

CHAPTER 2

The Mage and the Teacher

*_innocence... or bligerence?... perhaps a bit of both_* excerpt from 'the secret book of Bemnal the Fallen'

*disclaimer* I don't own my little pony Frendship is magic, nor do I have any aphiliations to it, or any songs, games, or role playing platforms mentioned througout this story.

Twilight chaotically sifted through the library, soon she would be arranging her luggage for the trip.

Cheerilee and Twilight had chatted a few times throughout the week, and during this time, Cheerilee had unveiled that the tickets also included a room at one of Canterlot's most luxurios hotels for the weekend.

The magius whipped throughout the entire library, making sure that EVERYTHING was in perfect order, books were stacked, science lab was secured, and ofcourse, she needed to make a request to the mayor for a temporary care taker for the library while she was gone.

Spike walked downstairs to see his caretaker bolting througout the tree house with speed that would put Rainbow Dash to shame. "uh... Twi?"

Twilight stopped her dusting of a book shelf to turn around and face her dragon "oh hey Spike! did you finish up all the organising of runes and scrolls? I don't want anypony mistaking them for check out books..." she looked thoughtful for a second before droping her telekinetic field on the duster and prancin upstairs.

"on second thought, I better put a sealing barrier around it..." she finished as she passed by a 'trying to speak' Spike.

Twilight surrounded the scrolls, ruins, and spell tomes with a binding seal, and soone she used a bit of chalk to trace a sigil around them, locking them up in a light purple aura.

"there we go!" the mage let out hapilly.

"TWILIGHT!" Spike screemed for what felt like the umpteenth time. Twilight whipped her head around "hm? sorry were you saying something?" she asked obliviously.

Spike hopped up to her face and pressed his eyes against hers before speakin. "STOP DOING SO MUCH SO FAST! you're going to blow up at this rate!"

Twilight rolled her eyes as the dragon released her. "oh don't worry Spike, I just want everything taken care of in time!" she turned and finished the sealing rune before turning back to her assisstant "there! all done!~" she sang out.

Spike crosed his arms and gave her a half lidded look of scrutiny "ya... with only five hours to spare..." he chastised, causing the mage to look towards the clock, and indeed, it was quite early... very early...

Twilight gave a weak laugh as she smiled sheepishly "eh heh heh..."

Spike rolled his eyes as he headed downstairs and out the door.

"uh Spike! where are you going?!" Twilight asked a bit put off by Spike's ignorance of her.

"RARITY'S SHE WANTED ME TO HELP HER GATHER SOME MORE GEMS!" Spiek shouted to the stair well as he walked out the door.

Twilight smiled "oh Spike..." but now she had nothing to do for several hours...

Twilight plopped on the ground until an idea popped into her head "oh! I wonder if Skyhaven and Juniper are in the Dungeons and Unicorns etheral chat room!"

Twilight breathed in and out very slowly as her body relaxed, her muscles went slack, and soon it was almost as if she were unconcious, her eyes went half lidded and she blocked everything out from her mind as she summoned up spiritual energy just above her physical body,

after a few minutes of meditation, Twilight imagined her point of view rising up above her self until she could her her physical body below her, then se imagined all of her energy, arcane, chackras, and ki floating up into a condensed, concentrated astral form,

another minute passed as she seemed to hear a faint *chink* she opened her eyes to see her ghostly body of light floating abover her unconcious physical body, a silverish cord connected between both her physical, and her etheral stomachs.

Twilight looked around at the swirling blue currents of the astral plane, and as she floated up through her roof, she saw the vegetation with flaming red auras, the earth saping their life force through the autum season.

Twilight could easilly 'ascend' into the higher planes of existence, but had no need to, she immagined the chat room's location in her mind and soon her body of light soared through the ehteral currents at lightning speed, careful to avoid large bodies of water, as their theral currents could shred a pony's astral form and essential separate their soul from body.

At last she arrived in the midst of the chat room, and sure enough, there sat Skyhaven and Juniper.

XXXXX

the three unicorns were heading into a cave, a large section of the adventure already behin them, they were currenlty in a Drake Lance based campaign, the DM of which was also with the three as a white robbed mage.

Skyhaven as an assassin, in her dark studdded leather armor with a Katana stapped to her side as well as two daggers, her face was covered by a face mask and a hood hid the rest of her features, walked alongside Twilight, a Cleric swaddled up in platemail with a morning star on chain held in her mouth, her holy symbol, a Sun with a hole in the middle rested on her horn.

Behind the two were the DM, Clair, a white robbed mage with a dagger at her side, and next to her was the pink unicorn Juniper, covered by a black robe, she also had a dagger at her side, and would soon be needing it, as the Ncecromancer-Illusionist had used up almost all of her spells for the day.

the two magic users cautiosly followed the priestess and mercenery through the darkened cave, not a torch in sight.

Twilight felt Juniper poking her from behind "hm?" the cleric questioned.

"don't you have a constant light spell?" she replied with her own question.

Twilight thought for a moment "oh ya I do!" Without really thinking about the consequences, Twilight cast the spell on her face, blindingher vision "AAAARGGHH!"

the DM face hooved herself "YOU IDIOT! WHY WOULD YOU PUT A GIANT LIGHT IN YOUR FACE!"

Twilight screemed back "I DON'T KNOW! I'VE NEVER HAD A CLERIC BEFORE!" Twilight batted at her face.

Clair sighed before walking over to the healer "ok... cast darkness on your face" Twilight did so. "now to cancel out the darkness, cast the constant light spell once again, but NOT ON YOUR FACE THIS TIME." the red skinned unicorn commanded.

Twilight re-cast the light spell, but this time on her weapon.

The cave's hallway became illuminated for several dozen feet. "ok..."

suddenly the four heard noises shuffling ahead, this caused the assassin to attempt using her cloak of elven kind for a hide in shadows roll... 97... the other three unicorns looked to see Skyhaven plastered against the cave wall as if trying to meld into the rocks.

"um... what are you doing...?" the DM asked.

"DON'T LOOK AT ME! I'M HIDING!" Juniper shouted back.

the DM's eye twitched "... not very well evidently..." she commented. "indeed" Twilight agreed.

as the three continued along, they noticed a stair well to the left, and the assassin made a check for traps roll... Successful.

"_hey guys, this way's clear"_ the unicorn whispered out.

the other three looked around, no more shuffling of feet...

Skyhaven once again attempted sneaking, successful on both hide in shadows and move silently, then she snuck up the stairs and though the hall was extremely dark, her dreugh heritige gave her infared vision, she looked through the end of the hall way to notice five beds, all with draconians sleeping peacefully.

Skyhaven contemplated slitting their throats, but then... what if she failed the stealth checks on one of the assassinations?... Skyhaven turned and snuck back donwn the stairs, successfully sneaking as she went.

Twilight decided to move onward through the particualar hall way that she was in, as did the white robe.

Juniper was about to follow them until the assassin tapped her shoulder and began whispering to her, "_there's a couple of draconians up there, but they're all in a small room, if you go up there, you could use a fireball to blow them all to appleseeds._"

Juniper smiled evilly at the idea, and thusly, the two headed back up the stairs, through the hallway, but as they walked, the Draconians began stirring out of thier sleep BAM! none of them even had a chance as they were incinerated by the fireball, the inferno causing maximum possible damage,

thusly it disintegrated everything from flesh to metal.

Unfortunately... Juniper was still in the range of the blast, the edges of the fireball sent her flying into Skyhaven, but lukilly she made the check to minimise the damage.

The two unicorns scrambled up to heir feet as two merceneries busted through an unseed door in the room that the necromancer-illusionist had just roasted.

Juniper drew her dagger, and Skyhaven drew both of hers.

Meanwhile, Twilight and Clair spotted a few goblins chasing towards them, Twilight charged right in and smashed one of them in the head with her morning star, INSTAKILL!

Clair moved up to the other and launcched a lightnint bolt, effectively frying the creature.

Then the two heard the shouting from behind them, and quickly rushed to thier companions aid at the top of the stairs.

"HYYYYAAA!" Skyhaven roared, telekinetically holding the two daggers as they slashed away at the mercenery in front of her, but the mercenary's shield blocked all four strikes.

Skyhaven's eye twitched "are you kidding me?!" she shouted in anger; next to her, Juniper was soing everything she could to not die in melee, stabing and slashing with her dagger, not wanting to waste her last two spells for the day.

the merceneries struck back, Juniper was now in critical condition, but Skyhaven was doing pretty well actually, she got nicked a little on the cheek but nothing serious.

Skyhaven struck back, miss! miss! break! wait what? she looked at her left dagger... the blade snapped... on... a small wooden shield...

Skyhaven's eye twitched "WHAT ROLE-PLAYING BLASHPEMY IS THIS!" well she rolled a one on the twenty sided and therefore had to roll above twenty on percent dice to avoid snaping of blade, whe rolled a 7...

Skyhaven growled as she drew her katana, the mercenry striking her once again, this time getting a good strike on her, the impact slicing through the leather armor.

Twilight and Clair finally reached the top just as Skyhaven decapitated the mercenery she was fighting, panting in exhasution, while Juniper was disarmed of her dagger, she angrilly used burning hooves to finish the mercenery off.

"THIS DONGEON SUCKS!" Juniper yelled out in anger.

Clair trotted up shaking her head "no, you just have sucky rolls" she said bluntly before looking at the incinerated room "... well..." the DM started "... there WERE some gems in here..." she finished; making Juniper mash her forehooves into her own face as seh spasmed on the ground in anger, "DDAAAAAAAAAAAAAAAAAAAAAHHHHH HHHHHH"

Skyhaven chuckled a bit, so far she'd been the only pony of the three friends to make intelligent choices in this dungeon, and she was also the only one who wasn't complaining about how all the odds were stacked against them, but this was AD&U(advanced dungeons and unicorns) so she understood it and kept her mouth shut.

"ugh... let's just move on!" Twilight let out exhasperatedly.

"indeed" the DM agreed as the four made thier way towards the ash covered door that the merceneries had come through.

"wait! heal me!" Juniper begged of Twilight, blood staining her robes, practically on the edge of death; and the Cleric idly cast lay on hands.

Once again, assassin an cleric took the lead through the doorway into a large room, off to the far left was a strange flourescent pool, and far ahead on the other end of the room was a dark chair, and beyond that, was a fireplace.

As the two magic users entered into the area, Juniper felt a sense of homeyness, while the white robe felt a sense of disgust.

Juniper looked off towards the chair, then cuatiously made her way over to it... once the necromancer-illusionist was by the chair's side, she noticed a bi-pedal creature, wearing a dark cloak, black gloves around bear like hands, but black boots covering stretched out hooves.

Juniper 'ahemed' making the being slowly turn it's head towards the black robed mage, revealing a purplish stretched out face with black empty eye sockets, and the creepiest smile she'd ever seen.

"YA! THAT'S GOOD ENOUGH FOR ME!" she shouted as she charged back to her party.

The creature stood up and summoned two undead creatures of meshed body parts, the creatures charged at the party of unicorns.

Skyhaven pulled out her hoof crossbows and fired two bolts at one of the undead, severely injuring it, Twilight cast turn undead on the other, making it turn around and flee in a single direction, right into the fireplace, the creature moaned as it burned into ash.

the purple being charged the white robe, attempting to grab onto her with vampirising touch, the DM dodged and cast burning hooves, damaging the creature.

Twilight smashed her morning star into the creatures head, or tried to, the creature ducked it's head under the morning star as it felt a lightning bolt surge into it's body.

Skyhaven drew her daggers as she charged at the last undead.

the party won innitiative, and Sky haved slashed furiously with her dagger, and a new one that she picked up form one of the merceneries, two misses and two hits.

Twilight struck again with the flail, striking the creature for considerable damage, then it felt a dagger ripping into it's back from the mage, followed by the other mage stabbing but missing with her own dagger.

The monster retaliated, paralyzing Twilight for two rounds, then spinning around to knock the white robe against he side of the wall.

loss of initiative.

the creature turned to the black robe who gulped as the freak paralyzed her, then turned and slashed with it's claws ripping throug its gloves as they glanced off the armor.

Skyhaven ignored the undead and lunged at the creature from behind, plunging both daggers in for a double backstab,

the creature howled in pain and exploded with a burst of dark arcane energies, sending everypony flying.

Initiative one, Skyhaven hopped back up and tossed both daggers at the undead, nailing him in the head with both as his skull exploded.

"YYYEEEEEEEEESSSSSSSSS!" Juniper exclaimed as the paralyzation wore off.

Everypony felt pretty good about themselves for surviving the ordeal, but the victory was short lived as the necromancer-illusionist headed over to the dark pool and stuck a hoof inside, suckinng her into the viscous liquid.

"oh for crying out loud..." Twilight chastised, then she felt a jingle at her mind "hm?... oh no! sorry fillies but I gotta go!" she exclaimed before lifting her concsiousness out of the chat room.

"NUUUU WE LOST OUR CLERIC!" Skyhaven screemed.

XXXXX

Twilight's body of light snapped back into her body, causing a bit of a spasm until she blinked a few times, everything returning to it's natural non aura infused state.

"FINALLY! gosh Twilight, I've been trying to wake you for fifteen minutes!" Spike complained, making the mage blush with a little laugh "ya sorry about that Spike..." she looked towards the clock, she still had thirty minutes before the train left.

"oh no! I'd better hurry!" she put on her saddlebag and levitated the rest of her luggage as she headedout the door "you sure you'll be ok here for the weekened?" she asked as she paused at the door.

"ya ya! now go!" Spike retorted urging his caretaker, he was hardpressed for Twilight to get out more oftten, and now was a perfect chance.

Twilight let out a huff but smiled at her dragon, then she turned and galloped off towards the train.

XXXXX

Cheerilee looked down around for the tenth time, searching for the elusive purple unicorn. 'I hope she didn't forget...' the maroon earth pony thought to herself. 'no... I'm sure she was merely held up by something' she reasoned in her head with a smile.

The teacher lay on the bench, humming a simple tune to herself when she felt a tap on her rump, she turned around, blinking, to see Twilight panting.

"I *huf* probably *huf* should *huf* have *huf* just *huf* teleported *huf* oh colt... just a second..." Twilight finished as she began catching her breath, Cheerilee stared vexedly at the librarian "um... will you be alright dear?" she pondered.

Twilight finished wheezing and whiped the large amount of sweat that had built up on her forehead, dampening her mane. "just... whoo! oh my... I'm not acustomed to uh..." Twilight trailed off.

Cheerilee giggled before articulating her amusement "physical labor?" a smile creessing on her fuschia lips.

Twilight blushed a bit ".. heh... um..." she hung her head in shame. "maybe..." the lavendder unicorn finished abashed.

The teacher nuzzled the mage in an amicable mannor; albeit an innocent one.

Twilight sighed while looking towards the train, ready to leave the station before stating "well, I propose we head on in!" she chirped with a slight forced chipper in her voice, trotting off into the train.

Cheerilee just looked skyward while shaking her head goodheartedly, smiling at the adorable bemusement of her friend.

Over the many months that Twilight had lived in Ponyville, she'd become quite aquainted with the town's only teacher, the two of them spending time together conversing, and sharing stories.

Cheerilee's were mostly involving embarrasing or all around humurous stories with her classes, whilst Twilight regailed her with the many adventures she'd shared with her circle of close friends.

The whole train ride had been filled in the two mare's eyes, with joyous chatter and bonding, and to Twilight's unemphatical knowledge, Cherrilee had discretely shuffled a tad closer to the unicorn, even being so bold as to ever so slightly touch the barest cell of her fore hoof to Twilight's.

XXXXX

the two mares exited the train and pranced down through the extravagent streets of Canterlot towards the hotel, and after entering it, they both had the feeling of stepping into wonderland, grand golden tims on the furling designs throughout the connecting edges of walls and ceilings met the eyes of the two ogling mares.

Attention was further captivated by all of the beautiful and intriguing paintings plastered accross the room, high born ponies, most of them unicorns, trotted snootily through the main foyer,

they both had mouths agape, and eyes wide as saucers as thier vision scanned the entrance room, earning them both a few baleful stares from some snobby dissaproving ponies, who were appauled by the giddy mares, acting so uncouth as they bounced up and down holding eachother's shoulders with ther forehooves, ecstatic that they would be living the life of luxury for a few days.

Soon Cheerliee saw all the attention they were recieving and quickly regained composure as she urged Twilight to do the same with a nudge, both blushed as they gave sheepish smiles, keeping thier heads down as they trotted towards the check in counter,

the stallion unicorn managing it looked up from his desk with a yawn, Cheerilee handed him the hotel passes included with the tickets.

The stallion took them and looked up to see two mares... he looked back down at the tickets... then at Twilight and Cheerilee "... oh...OH ohhhhh" he let out slowly noding his head with a smile.

"iiiis someting wrong?" Twilight asked, oblivious to Cheerilee's nervous fidgeting.

The stalling snickered a bit with a sly look "oh no, nothing wrong at all... heh heh..."

Twilight was completely confused, but disregarded the coment as she recieved the key to the suit.

XXXXX

"I can't believe this place!" Twilight exclaimed as she did a twirl in the center of the room, earning a smile from her maroon friend.

"Indeed! quite a statuesq display of craftstallionship I must say..." Cheerilee commented as her eyes graed across the lavish room, she trotted over to the bathroom only to have a near heart attack,

"TWILIGHT DEAR, COME QUICK!" the teacher exclaimed, bringing forth the attention of the currently fillyish mare hopping up and down on the cushy couch.

Twilight gallopped into the bathroom only to have her mouth drop with an audible gasp, her pupils enlarging with a glossy shine to them like a foal's

"oh...my..." were the only words either pony could utter as they stared at the exquisite washroom, emerald encased tiles filled the walls with turquise flooring, a sparkling white and black marble sink, but most demanding of respect and attention was the lavish bath-tub, easilly capable of fitting in at least a dozen ponies.

Both mares stared at each other in shock before thier mouths became adorned with giant ravenous smiles, they sprinted over to the tub, scrutinizing all of its handles, buttons, and spouts,

oh they were going to have a lot of fun with this thing... Both Twilight and Cheerilee often found themselves extremely sore and crampt from spending so much time in one place, Twilight standing or sitting infront of a million books and spell tomes, while Cheerilee practically lived at the school, caring for the supplies, grading papers, and ofcourse it didn't help that she stood almost entirely throughout every lesson she taught.

Cheerliee drooled over the tub, practically lusting for it, all of the massage options, the current swirl buttons, oh she could only immagine...

Twilight bounced before clopingher forehooves together, she rushed back into the main room and stared at the list of complimentary services that came with the suite.

"massages, chyropracty, sauna, gormet food, there's even an outdoor beach pool!" Twilight felt like she would explode from her excitement "THIS IS GOING TO BE AMAAAAZING!" the mage squeeled as she resumed her foalish hopping.

"what should we do first!" the lavender mare inquired, her excitement becoming contagious, but her constant boundinc began to irk the teacher as she found her head nodding back and forth to look Twilight in the eyes.

Cheerille shook her head to losen teh building cramp in her neck "perhaps... we should unpack?" she said with a cheesy smile.

XXXXX

the duo of mares pranced throguh the streets, looking at all the sights, Twilight may have once resided in Canterlot, but every time she visited since moving to Ponyville, she could only gawk at the capitol's luster everytime she visited.

"Twilight... it... oh my..." words were omited from the instructor's mouth as she scanned the architecture of the city.

Twilight beamed at her friend "I know, isn't it beautiful?" she queried.

Cheerilee could only smile at her friend and give her a big smile.

the two soon found themselves within a shop, browsing the selections, Twilight came accross a sonocrystal (crystals infused with sound, usually by a unicorn recorder, pony version of CDs) her eyes widened at the band, Powerpony, one of her secret favorites, though she'd be bemused to let anypony find out,

she suspected that her friends would think there was something amiss with her listening to such industrial music.

Twilight shifted her eyes back and forth before quickly grabbing the crystal and casually bringng it to the register.

Cheerilee scanned the large array of galvanizing items, browsing idly through the lot, although she knew she'd never be able to affoard any of this on her sallery,

she resigned to sighin as she turned to notice Twilight making a purchase, with a quirked brow, she trotted over to see a sonocrystal with 'Powerpony' inscribed on its side, elicitating a shocked expression from the teacher.

Twilight exited the shop with teacher in tow, but her confidence was derailed by the fuschia pony's comment "you... like Powerpony...too?" at first Twilight's heart stopped, knowing that she'd been caught, but blinked when she heard the last word, she turned her head with a slack jaw to merely stare at the instructor.

"you're... kidding me... YOU LIKE POWERPONY TOO!?" both adults began jumping with glee and squeeling like little fillies as they basked in eachother's acceptance.

XXXXX

the two were back in the hotel after a day of sight-seeing, and a nice meal at a local resturant.

Twilight headed for the sono projector and placed the crystal in, causing the music to begin filling the room.

*son of a wolf by Powerwolf*

heavy metal began wailing out into the room, and the two ponies within started banging thier heads like teenagers.

Soon the words came, and the two ponies grabbed pencils off of one of hte tables to use as fake microphones,

and as the words rang out, the mage and teacher screeched the words out horribly off key

"tooonight aaaalone you're riiiding! ontoooo the ooother siiide!"

the mares were on thier hind legs back to back, bouncing a bit to the beat, if anypony saw how foalish they were acting, they probably would have died of embarassment,

both mares drew thier 'microphones' up to their mouths and one again the ear deafening voices screeched the words horribley.

"Your might untooold and waaaiting, colt you'll be the fiiiinal liiight!" they both pointed their forehooves out to a crowd that wasn't there and soon drew them up to the ceiling

"your motherrr fought the deeeemoons! your borther saaw the liiight!"

they turned around to face eachother still singing into the 'moicrophones'

"and now we praaay the unborn! you and I can't staaaay aliiiive!"

they both hopped around and jutted their free forehoof out.

"SON OF A WOOLF! when the fight is caaaling! SON OF A WOLF! and the night has cooome! SON OF A WOLF can you hear me caaaling haaallleeeeluuuuujaaaa!" they backed up on their hind legs for the long note until they fell on thier backs,

only hop back up on all fours, thier microphones forgotten, and began the most atrocious dancing ever seen,

Cheerilly began swaying her head back and forth with her lower lip between her teeth and her eyes shut tight,

Twilight was contracting and jutting her limbs in an akward fashion.

"Forever tooo the brave meeen, when times were harrrd and willld, you are the new messiiiaaahhh, BORN OF WOLF AND PONY KIIIIIIIIIIIIIIIIIIIIIIIIIII IIIIIIIIIND!"

They both screemed at the top of thier longs before hopping up and down on the giant couch.

"SON OF A WOLF! when teh fight is caaaling, SON OF A WOLF! and the night has coooome!"

they rushed right up infront of one another's eyes

"SON OF A WOLF! can you hear me caaaalliiing, haaaaaaleeeeeluuuujaaaaaa"

next they lunged onto the ground and closed their eyes with thier forehooves held bottom side up in the air, putting on mock seriousness as if they were reciting black magick, and took in a big deep breath, then speedily uttered the latin verses.

"Angus dei in tempestis! Ignarus et animus! Sanctus iesu in tormentis Romulus in misera! Agnus dei in tempestis! Ignarus et animus, Sanctus iesu in tormentis Romulus in miseraaaaaaaaaaaaaa!"

they gasped for breath and jumped aroudn the room during the guitar solo, returning to thier horrid dancing that would surely induce vomiting to anypony who witnessed it.

Soon the two nerdy ponies returned to thier atrocious singing for the last chorus

"SON OF A WOLF! when the fight is caaallling SON OF A WOLF! when the night is dark, SON OF A WOLF can you hear me calling haaalleeeluuujjaaaa SON OF A WOLF when the night is dark! SON OF A WOLF can you hear them caaaling, SON OF A WOLFAAAHHH!" they stuck their tongues out at the last part before collapsing form exaustion.

after a while the two began bursting wth laughter, they eventually started sifting through their luggage until they found some books and began sharing them with oneanother,

both were suprrised to find that they shared many titles, but just laughed at he coincidence.

An hour passed, the ponies decided to get an early night, and after the large meal they'd had at the resturant, they didn't really need anything more to eat, and resigned to thier beds... er... bed...

The two of them looked at the hotel suit's singular, large round bed...

"um... what exactly were those tickets for?" Twilight asked wryly with a raised brow.

Cheerilee bit her lip and blushed slightly "um... the prize of the BINGO was... two tickets to the Wonderbolts... and.. a luxurious hotel for you and your... special somepony..." Cheerilee let out sheepishly as she shrunk away from the mage.

Twilight's mouth began falling open as she remembered the desk pony's strange behaviour at seeing the passes.

the mage practically died of embarassment as her legs gave out from shock.

"I'M SORRY TWILIGHT! I-I didn't have anypony to go with.. a-a-and it seemed such a shame to wast them s-s-o... " she trailed off nervously, a knot forming in her stomach, and they'd been doing so well too...

an Idea formed in Twilight's head as she regaind her strength, she slowly edged ehrself close to the earth pony and stretched her hed out, decapitating the distance between them, and with her face beginning to burn, her heart beginning to pound... she meekly asked "... I-... Is this you're way of... asking me out?"

Cheerilee felt a volt of electricity pierce her body, paralyzing her as her heart stopped.

"..."

"..."

"..."

minutes passed.

Neither pony had moved an inch, or uttered a sound, as if some invisible force was holding them, binding them to that singular moment and area in time and space.

after what felt like forever, Cheerilee (with chattering teeth) finally answered in a single stutering word

"...y-yes..."

END OF CHAPTER 2

AN: MUAHAHAHAHAHHAHAHAHAAAAAAAAA AAAAA aint that a beach? couldn't you just see those to dancing horribly while singin off key? I could't keep a straight face the whole time I was writing it lol and indeed this chapter was pretty light, but don't be expecting a lot of these gentle chapters, most of them will either be pererted or disturbing... or both... BLURG!

Randome word for the day: Disputation, varrience of oppinion on a matter, a disagreement.

REVIEW IF YOU LIKED!

peace out bronies and pegasisters!


	3. Of Lunarkinesis and bad omens

CHAPTER 3

Of Lunarkinesis and bad omens

Twilight stood staring abashed at the maroon teacher before her. "... I... um... y-you..." Twilight trailed off, completely thrown off guard.

Cheerilee looked at her with desperate pleading eyes that simply screemed 'please...' "T-Twilight... I.. um.." the teacher closed her eyes as she felt tears of embarassment begun to sting her eyes; "I... want... you... a-and me... t-to... be... t-t-together!" Cheerilee deflated onto the ground, happy that she'd finally got those pestering words out of her mouth.

The mage felt her face flush,

'ok twilight... let's think about this... she's a mare... society... ok con... um, we have a lot of similar interests, pro... we both have a high level of intelligence, so we can think on eachother's level, pro... My friends might greatly dissaprove of this, con... She's very cute... and motherly, which makes me very comfortable around her, pro... She's mature, and responsible... and... and I just know she'd treat me right... But how do I feel about her?'

after what felt to Cheerilee like a milenia, Twilight leaned in, held the teacher's face up with a hoof, and brought her face beyond amorously close and then, with light blushed covering both their faces, Twilight looking at her firend with observing eyes, the teacher looking back at the librarian with awe struck ones of her own.

Twilight closed the gap between them, finally pressing thier lips together. Cheerilee felt her whole world melt away, the warmth of the mage's lips spread passed her own, the firery excitement sliding down her neck, filling her face, eyes wide open, they soon rolled into the back of her head and fell closed as fireworks went off in her head, her legs became shaky, her body crippling under the lips of this exaulting unicorn.

Twilight pulled away, finally having her question answered, she spoke "I'd like that... Cheerilee"

the Teacher felt as if her sould had asceneded into t he heavens, and merely fell unconcious with a big silly grin on her face.

Twilight rolled her eyes with a smile and levitated her friend into the large bed, then clambering in herself,

the librarian cuddled up under the blankets into her... Marefriend? Twilight shook her head, it'd take a while for her to get used to such a word... but... she looked down at the blissfully sleeping earth pony, perhaps she could do it after all.

XXXXX

Cheerilee yawned herself awake, her head rising up to the freezing air of an autum morning, immediatedly she hid under the covers for warmth.

Cheerilee foalishy squirmed around under the sheets, wanting desperately to find her second pillow, it had to be around her somewhere... aha! She snuggled hercillessly into the soft fabric... really soft... and more plush and cushy than it normally was... and warm too.

Oh well, that's exactly what she was looking for anyway, so she pressed her face into the soft warm pillow... which also had a very pleasant scent to it too... mixed with a bit of dried sweat...

"nya!" cheerilee's eyes shot open, 'pillows don't make noises...' she pulled her face away, but her vision was completely blocked in the shroud of darkness that he covers presented,

the covers were suddenly pulled up, bringing in the arctic wind, making the teacher shudder and cling even closer to the talking pillow, which she then realised thanks to the newfound illumination, was actually a tummy...

"um... Cheerilee?..." Twilight prcured.

Cheerilee felt a wave of humility fall over her "I'm sorry twilight... I.. I forgot we slept in this hotel, I... I thought I was at home.. A-and there's this pillow I have under the covers sometimes a-" Twilight put a forehoof to her mouth to silence the rambling "shhh" Cheerilee smiled through the hoof.

Twilight and Cheerilee scuffled through the suite while chattering their teeth at the extreme cold and finally rushed into the bathroom.

After relieving themselves of thier bladers, Twilight telekinetically turned on the fossets of the hot bath, it filled the room with steam and wonderful blessed heat.

Both ponies hapilly stepped in, the water sendin thier hooves into a world of relaxatioon and warmth.

Cheerilee gasped a bit as she began to sit, but soon relaxed with an 'aaahh' as her rump broke passed the surface of the water, and was soon joined by Twilight, the two mares sinking into the spa with twitching eye lids, and lolling toongues "ooooooh oh ya..." They both unceremoniously moaned as they relaxed against the edges of the tub, falling prey to the swaddling comfort of the water.

The two ponies sat there for sevveral minutes, just soaking with half lidded eyes, smiling with parted lips up at space...

"...may...maybe...we...should...t...try...the...whirl...pool..." Twilght drawled out, her conciousness barely hanging on, the fuscia pony lazilly nodded an agreement.

Twilight telekineticaly activated all of the switches for the whirl pool and massage jets.

Cheerilee and the librarian shot up form the sudden streems of water jutting at tensed muscles, drool bagan running down thier lips as the pleasure the felt boardered on orgasmic.

After a whole hour in heaven, the ponies finally got out and dried up, walking out into the apartment only to be met by freezing air once again "eep!" they both shrieked, grabbing onto eachother for warmth, "c-c-lothes?" "c-clothes!"

they both rushed into the bedroom and quickly shuffled on some attire, Twilight came out of the bedroom in a black sweatshirt swaddled around her, the hood covering her head, horn, an most of her face.

Cheerilee stepped out in a long sleeve thick green turtleneck, with a pink and white scarf alternating colors in stripes wrapped around her neck.

Soon the two ponies shuffled out the door, aiming for the food court, they thought about what to have for breakfast "what do you think we should have?" Cheerilee asked idly.

Twiliight shrugged in beligerence.

XXXXX

After finishing there meal, the two he3aded for the stadium, today was the day of the Wonderbolts show, and the thought of hte tickets brought Cheerilee back to the events of last night

"um... Twilight... we... we never properly... um..." the teacher rambled.

Twilight giggled a bit and leaned over to kiss the fuschia mare on the cheek, causing the earth pony to go week at the kneese.

"oh my..." she said undteadilly, which only made the mage smile at how cute the teacher was.

"how about this? I Twilight" she put a forehoof to her chest "would love to be your marefriend." she finished.

Cheerilee felt like she would melt into a puddle at those words, and resounded to glomping the librarian, knocking them both over onto the rocky street, earning them a few disaproving glances at the foalish pair.

Laughing, they both stood and continued on, sides touching, towards the colosium.

XXXXX

"WHOOOOHOOOO!" the crowd roared with cheers as the Wonderbolts soared through the air, performing highly advanced arial tactics.

Twilight looked over to see the instructor watching with fascinated eyes, her scarf wrapped snuggly around her neck and mouth, Twilight couldn't help but smile at her cuteness.

During another arial feat, Twilight stole a kiss on Cheerilee's cheek, making the the teacher jump a bit in shock, she turned blushing to the grinning librarian, then looked around to see that everyone was distracted, and quickly gave a peck on those tempting lavender lips.

XXXXX

As Twilight and her new marefriend were heading back to the hotel, they were both halted by a pegasus in golden armor "Twilight Sparkle?" he asked in a monotonous tone.

The magius stopped "yes?" she asked.

The pegasus continued "the high Princess Celestia requests your presence at once."

Twilight blinked, but shook her head, she looked back to Cheerilee with a sheepish smile "I'm sorry Cheerilee, I'll have to catch up with you later, meet you back at the hotel?" she inquired.

Cheerilee was a little put off at having the librarian stolen away from her but covered her annoyance with a smile "ofcourse dear!" she replied.

Twilight turned and folloed the pegasus towards the Canterlot palace, while Cheerilee found her sight glued to the librarian's rump, watching it sway back and forth with each step.

Before she knew it, the teacher found ehrself drooling and quickly wiped her mouth before trotting a bit depressedly back to the hotel.

XXXXX

Twilight entered into the palace and headed up the stairs eagerly, excited to see her mentor after so long.

"ah! there you are my student" a soothing voice sounded from atop the ascention.

"Celestia!" Twilight exclaimed as she charged the rest of the steps to finally meet her mentor.

"it is good to see you Twilight, I tried to send a letter to you, but Spike replied that you were already in Canterlot with a friend." she stated with regal bearing.

Twilight rubbed the bakc of her head with a forehoof in embarassment.

The Princess let out a good hearted laugh before walking towards her chambers "come" she ordered, and the librarian followed without a fault.

Once they had entered into the Sun Goddess' private room, Celestia's demeanoer changed completely, she looked almost melancholy.

"Twilight..." she began, with a hint of sadness in ehr voice, "you... how do I put this..." she walked over to one of the walls, staring at the picture of her sun symbol.

Twilight tilted her head in confusement "um... is... something the matter?" she asked nervously.

Celestia sighed before turning back to the mage "depends on how you look at it I suppose..."

Twilight furrowed her brows at cryptic coment "how do you mean?" she asked, her face starting to show worry, why did Celestia pull her into a private room, why was she so uncomfortable talking about this? what was going on?

Celestia sighed yet again before answering, "you are a mage of aetherias... an extremely rare group of magi who are capable of learning all schools of magic, regardless of differentiation, or of alignment... and... well, I'm not sure how else to put this so..." Celestia took a deep breath only to huff it out.

"your tutilage under me shall be put on hiatus, only temporarily ofcourse but... it needs to be done..."

Twilight felt her heart stop; "wh...WHAT?!" she nearly roared at the Princess, tears beginning to build her eyes, did she do something wrong? did the Princes not approve of her anymore was she not good enough?

"Twilight, please calm yourself, this is merely part of your training" the Princess chimed, and though this did calm the frantic unicorn somewhat, it still left her with a milion questions buzzing in her head.

"quite simply..." the Princess started "you will... begin learning in..." Celestia looked away and practically cringed at the next words "black magick" she finished, regretting already the choice she was making, but she loved her student like a daughter, and she wasn't going to let her lawful good alignment prevent Twilight from being all that she could be.

Twilight had a somewhat horrified face, but Celestia could seet through the facade, she could sense Twilight's escitement, she had a thirst for knowledge, even if it was of a disreputable nature.

Celestia looked away "you will began studying under Luna immediately, and will not stop until she decides that you have a good grasp on Black Magick" she finished.

Twilight still had a concerned face on, but deep down she wanted to bounce up and down in excitement, just think of hte knowledge she'd gain! and the new spells she'd learn, she couldn't wait to get started!

And without another word, Celesita walked out he door, leaving a confused Twilight behind, but her ponderings were sufficed as another Alicorn walked in, albeit, a darker one, with a dark star filled flowing mane.

"ah Twilight... so fain to see thou after such an endlong time! how hast thy fared?" the Princess of the night asked.

"Luna!" Twilight gave a bow, then rushed over to the princess, happy to see the Alicorn after so many months.

"I've been good, how about you?" Twilight replied.

"we've been well, our time hast been filled with study of the modern days, howbeit a lonely study..." Luna looked down a bit in contemplation causing Twilight to quirk an eyebrow.

"I'm sorry to hear that, but I suppose you won't have to worry about that now, Celestia says you'll be teaching me for some time" the mage mused.

Luna looked to the unicorn with a small smile "forsooth, we shall begin anon!" and with that, she headed towards one of the two smaller doors on the opposing side of te room from the main entrance.

Twilight traveled into the room, and was instatntly blinded as the door shut behind her, she could see nothing, a completly concealed and enclosed room, shrouded in such darkness that absoloutly nothing could be seen.

"um... Luna?..." Twilight called, fear beginning to grip her, then she heard a voice.

"calm yourself young one, this is parcel to the focus of today's lesson" Twilight found it odd that she couldn't place the origin of the voice. "um... ok..."

Luna's voice sounded once again from nowher, yet all around "hist, focus thy mind, bring thyself to memories of old, memories of fie, memories of rage"

Twilight closed her eyes... but what to think about? she wasn't exactly an angry pony, but soon as she set her mind to the task, her mind began surfing along the currents of time, picking up upsetting memories here and there, memories of her upsetness towards Pinkie with her reality defying sixth sense,

memories of the discord incident, remembering how brash her firends had acted, and how infuriated she'd become as a result,

memories of the changling queen, those hit a button... the thought of the false Cadence enslaving her borther's mind. Twilight's face contorted in anger. Using evil magicks to trick his mind, to make a puppet out of him, to violate her familly in such a disgusting way,

Twilight was soon shaking with hate as her mind cunjured up immages of strangling the changling queen with her own hooves.

"yyeeeeeesssss that's it..." the sudden sound caused the unicorn to jump.

The voice continued "now call forth that hate, bring the negative emotions to the suface, seeth them out around thy body, channel it with thine arcane energies."

Twilight did as instructed, she swelled the energies out of her body, sifting them through her horn, until she felt an unease surround her body, encasing it in a suffocating rage... it felt lik... emptyness... like violence begets violence...

"now use thy mind to will the darkness around thyself to meld with the negative energy"

Twilight did so, and the result caused her to nearly topple over in shock, it was almost as if the shadows themselves were swirling around her in strong currents.

"good, good, now fire up thy ki, and project it out into the swirling mass of shadow, binding them as one, this will make it solid on the ethereal plane."

Twilight complied and summoned up her soul energy, leaking it out into the dark energy around her body, she soon felt it growing more stable, more focused.

"excellent, now thy hath summoned dark energy, but now thy must do somewhat with it, focus its power into a central sphere infront of thee, and project the thought 'destroy' and will the command into the orb, programming it with thine mind; then, using thy arcane energies, though shalt push it amain directly ahead of thee."

Twilight focussed all of the dark energy into a singular point in front of her, she felt the immense strength of the dark orb... it almost felt... evil... the mage brought forth her arcane energies and willed the command of 'destroy' into the orb, then she cast it forward with all of he mental might.'

A large crashing shatter was heard.

Twilight felt extremely woozy, as if she were about to pass out, she panted a bit, but soon felt the presence of... something... a lot of somethings...

a blinding light entered the room as Luna opened the door, and for the faintest second, the light revealed something, Twilight became horrifed and rubbed her eyes quickly, but... it was gone... she could have sworn... for just a second there... eyes... dozens of beady little red eyes had all been starring her down, peering into her very soul, but the fraction of a second past, and all that was left, as a lightly illuminated room due to the newly released light.

"ugh... wh...what was that?" Twilight asked, feeling herself tipsy a bit.

Luna trotted next to her and supported the unicorn's weight "That was Lunarkinesis, more specifically, Dark Energy Summon, the most basic of techniques within the school of Lunarkinesis" she explained, and let the lavender mare regain er barings before continuing "we shall teach thou Lunarkinesis and Blood Magick, as they are the most basic of requirements for effective Black Magick"

Twilight gave a nod, albeit a weak one... then she noticed the pieces of marble surrounding the floor "um... what's that?.."

Luna looked to the mess on the floor "beforetime twas a statue, howbeit thou dark missle made short work of it" she replied iwth a sly smile.

Twilight blinked repeatedly "oh my... oh! Luna..." the librarian looked to the Princess who returned her questioning glance.

"will I... need to move back to Canterlot? in order to continue our studies?" she questioned, and the Alicorn merely laughed a bit "art thou not versed in teleportation?" she asked with that classic little smirk.

Twilight nibbled her lip "... not from too far away..." to this, the Princess let out a shocked expression, truely supprised by this development.

"well... hm..." Luna looked thoughtful for a moment, then she smiled and walked out into the hallway with Twilight in tow.

The Night Princess stopped when she found an area near a window, then she touched her horn to the stone floor, leaving a glowing mark.

"Twilight, come hither and attune your mind to this mark" she commanded, and the mage obeyed, and as she did so, Luna mentally inscribed a rune on Twilight's psyche.

"now whenever thou seeks out this sigil on thy subconcious, thou shallt be able to teleport to this spot" she indicated towards the area infront of the window.

Twilight's eyes widened in amazement, then she turned to the Princess, a question ebbing at her mind.

"um... I know that unicorns who practice advanced magicks often have... disturbing dreams, but... will.." she trailed off, and the Night Princess let out a sigh "verily, they shall only become more froward as thy become more skilled in Black Magick, tis a small price to pay howbeit for the power it brings, but always remember young Twilight"

the Princess leaned in "all Black Magick... has a price"

XXXXX

Twilight lay down in the circular bed of the hotel room and Cheerilee, already asleeep, unconciously snuggled up to the unicorn, elicitating a small 'eep' before she relaxed at the comforting feeling of somepony holding her... Twilight couldn't help but roll over and return the cuddle,

snuggling tightly into the teacher's warm body.

and soon... she drifted off to sleep... albeit... a not so peacefull one

XXXXX

Twilight trotted hapilly into Sugar cube corner intent on purchasing some sweets, only to find that the Cakes were currently out.

"well that's a shame..." she sighed, and thusly ascened the stairs to hopefully find Pinkie Emo to play with.

Twilight knocked on the door, and in a matter of seconds it was answered by Pinkie Emo, her mane hanging down the side of her face, head, and neck in perfect straight lines.

"oh Twilight! are you here to play with me?" she asked with excitemement in her voice.

Twilight nodded hapilly "yep! did you get that new toy?"

Pinkie giggled evilly "YEP!" (stop... what's going on in your head right now? I'm talking directly to the readers... let's see if your assumption of this situation was correct or not...)

Pinkie opened the door to reveal somepony... it was Trixie! her forehooves tied together, the other end of the rope attatchd to the ceiling; hind hooves bound and weekily stood on the ground, only to spare the burning pain of the ropes digging into her foreankles.

Trixie strung up like a torture victim, her mouth silenced with a bondage ball gag in her mouth, preventing any coherent words.

Twilight's mouth began to water "she looks delicious!" the lavender unicorn commented, conjuring a giggling agreement from her pink friend.

"well! let's dig in!" Pinkie Emo exclaimed as she reached for a scalple, then began to delicately cut open a gash along Trixie's back, earning her a mufled screem of pain, and a bit of spasming from her 'toy'

Twilight hopped over giddly and both ponies locked thier lips onto the opening, sucking on the cut to draw in the unicorn blood, sticking thier tongue into the wound, which drew more pained stiffled moans from the azure showpony.

Twilight and the Pink earth pony began swirling thier tongues together between the now bleeding wound.

twilight felt the small amounts of hot blood slide down her throat, why had the coperish taste never beent his good before? even the smell of it was enticing.

Finally the sadists pulled their maws away panting with dribbles of blood hanging down thier lips.

Pinkie Emo then began hacking and slashing with the scalple, slicing open 7 more entry wounds. on the mare's back.

Twilight bit her lip in excitement as she watched the pink pony lather her tongue all over the surface of the now crimson-ing back, the librarian felt her nethers mostening, and before she could stop herself, she reached up behind pinkie on her hind legs, and wrapped her fore ones around the hearth ponie's chest, grinding her marehood into the silky pink tail as she reached past Pinkie's head to get her own share of the blood.

After minutes of humping and slobbering her tongue along the red liquid, Twilight found her mouth meeting with Pinie Emo's thier tongues interslocking in an erotic display as they lathered eachother's maws with the sticky red substance.

Suddenly Pinkie dissapeard from her vision, Twilight looked down to see the Pink mare digging her face into Twilight's flower, slobbering blood all over the surface as she slipped her tongue into Twilight's depths.

The librarian gasped and moaned with ecstacy as she leaned herself, still on two legs, against Trixie's body.

Pleasure rippled through the unicorn's body, blood and tongue slipping through her entrance, her lower lips being serviced and satisfied while her upper ones hungered for more of that scrumptious vitality,

and thusly, Twilight chomped onto one of Trixie's under arms where all the veins rested, and bit down so hard that her herbavor teeth ripped through flesh, causing Trixie to thrash about screeming her head off through her nose as Twilight tasted the rushing warm liquid entering her mouth, making her moan even louder through ehr own nose.

Pinkie Emo stopped her eating out to lock her lips agaisn't the azure unicorn's back, drawing in some more blood before lowering herself again to resume her bloody meal of Twilight's nethers.

Twilight's chest spasmed as her breath became eratic, the blood overflowed in her mouth and streamed down the edges between her lips and Trixies' flesh, the lavender mage moaned erotically through her nose as her eyes rolled into the back of her head, Pinkie's tongue swirling a tornado in her marehood, driving her over the edge as the precious blood sliding down her throat sent her into an orgasm of the highest calibur.

Twilight's body shook, and shook, and shook... and shook... her eyes opened blinkilly to see Cheerilee infront of her, shaking her like a madmare.

"FINALLY!" the earth pony exclaimed.

Twilight blinked a few more times, then yawned a bit, feeling strangely satisfied and extremely comfortable.

"oh... good morning.." she mubled out.

Cheerille had a giant blush on her face, bringing forth an inquiring look form the unicorn "something wrong?"

Cherilee bit her lip "um... you... were bucking and... moaning in your sleep..."

Twilight blushed a bit before hoof facing herself "oh my gosh... I'm sorry.. I was having a... um... unusual dream" 'more like perverted and disturbing...' she added in her head.

"oh well... i-i-its just that um..." Cheerilee started, her blush returning with a vengence "... you uh... 'finished'... on me..." if her face could turn any redder, it would've been downright impressive.

Twilight furrowed her brows, then shifted her hind legs, finding to her horror that they were incredibly wet, she lifted up the blanket to see that her climax had also stained Cheerilee's legs as well.

Twilight wanted to die of emarassment "ohhhh" she covered her face with her forehooves and rolled over to the side, a long stream of sticky love juice that connected thier waists broke as she did so.

The librarian found herself with her face in a pillow, in an attempt to hide her baleful self contempt; only able to utter muffledly the words "I am sooooo sorry..."

Cheerilee smiled motherly and pet the back of Twilight's head "it's alright dear, we all have wet dreams sometimes..."

END OF CHAPTER 3

AN: BLAH! took me a while to get this chapter going but it eventually flowed out. Anywho! did anyone get horny during the vampire sex scene? be honest now...

Random word for the day: Wyrd, fate or destiny, the inescapeable chain of events set forth by the celestial beuracrocy.

REVIEW IF YOU LIKED!


	4. Inner Daemns

CHAPTER 4

Inner Daemns

"_careful you little wican... how easy it is to fall into the flaming pit of gnashing teeth"_ excerpt from 'the secret book of Bemnal the Fallen'

Twilight awoke within the hotel bed next to her new marefriend, the mage smiled warmly at the peacefully snoozing teacher and leaned in to give her a warm kiss on the lips.

Well... it was supposed to be just a kiss... Twilight soon rolled ontop of Cheerilee and began grinding into her while locking her lips to the steadilly awaking earth pony.

"mmnnn..." Cheerilee let out hapilly through a groggy reply, the unicorn's soft moist lips mashing into her own earth pony strong ones sent little jingles down to her nethers.

Twilight wasn't really fully concious, you sometimes when you kinda sorta wake up, and your horny as crap? well that was exactly what was going on with both mares as they akwardly humped the other's hind leg.

"mmm..." both groggy ponies sped up the pase a bit, only putting effort into moving their(I relized recently that I keep typing thier instead of their sorry 'bout that) lower bodies as sleepy pleasure surged through their bodies.

Sweat began building as the heat rose under the covers, even though the air in the suite was cold and overbearing, the little kiln of cloth that the two mating mares formed was spiking their temperature, tongues lolled out as both ponies panted hard,

thier marehoods gliding against the soft coat of each ponie's partner.

Animalistic hunger and pleasure combined, both parties still mostly asleep as they felt their stomachs clench, the muscles contracting, and finally... releasing.

Twilight collapsed ontop of her marefriend with a primal grunt, Cheerilee didn't mind the weight in the least, infact she liked it.

Cheerilee wrapped her forehooves around the lavender magi and cuddled her close like a plush teddie bear, snuggling the unicorn as close to her body as physics would allow,

if they were both fully awake and minds' properly working, then perhaps they would have realised the enteirety of what they had just done, but as it was, their minds were tired, they were satisfied, and both soon dozed back off into a pleasant sleep,

both adorning big stupid grins on thier faces.

XXXXX

Twilight and Cheerilee walked down the street, surmising that the morning's events had occured in a dream and neither brought it up, they had decided to walk around Canterlot for a while, sight seeing before the unicorn was called away to Luna for her 'lessons' as she had explained to Cheerilee, although Twilight left out the dark magick part, so the two had planned out their day as follows:

sight seeing, then Twilight would go to Luna until the afternoon, then they'd meet up again and take full advantage of the hotel's services, then they'd catch the last train out of Canterlot and have a nice relaxing ride back to Ponyville.

Cheerilee thought up an idea to keep them both occupied while walking between sights, a little mind game to keep thier whits about them, both the librarian and the teacher enjoyed puzzles and riddles, especially brain teasers which held simple answers.

(if you wanna test your intelligence, try answering these yourself before reading the actual answers)

Cheerilee decided to start, the earth pony pondered her mind for a bit before speaking "on average, how many birthdays does a stallion have?"

Twilight nibbled her lip a bit then answred, "1, the day he's born"

Cheerilee smiled.

Twilight's turn, "explain the following _ture _boast: 'in my bedroom, the nearest lamp that I usually keep turned on is 12 feet from my bed. Alone in the room, without using any special devices, I can turn out the light on that lamp and get into the bed before the room is dark"

Cheerilee blinked a few times, then stopped trotting to put a forehoof to her chin "... is there a window?" she asked, to which Twilight responded with a nod.

Cheerilee smirked "it's day time" she said narrowing her eyes with a proud smile.

Twilight giggled.

Cheerilee's turn, "is it legal in Ponyville for a stallion to marry his widow's sister?" she asked with a bit of a smirk.

Twilight opened ehr mouth, but then shut it and thought her answer over for a bit...

The librarian squinted her eyes before shooting them open and laughing "no, that'd be necrophilia because the stallion's dead!"

Cheerilee smiled brightly at her marefriend.

Twilight's turn, "an archaeologist claims he found some bits dated '46 BC(before Celestia) do you think he did or didn't and why?"

Cheerilee gave a sly smile, "no, before Celestia there's no such thing as 'BC'"

Twilight hopped a bit in giddyness, this was fun!

Cheeriliee's turn, "a train crashes in the middle of the Canterlot/Manehatten boarder, where would they burry the survivors?" she quized.

Twilight put on her thinking cap for a bit, she was about to say 'where each survivor originated from' until she registered the thought; then she smiled and replied "they wouldn't burry them, they're alive."

Cheerilee patted Twilight's head "you're a smart cookie Twilight!"

The gesture first made Twilight blush, then it made Cheerilee blush, realizing that she had a habbit of doing this to her more talented students.

Twilight laughed a bit nervously before continuing the game "ther'e a hole that's 6 feet deep, 2 feet wide, and 10 feet long, how much dirt could you extract from the hole?"

Cheerilee was about to begin the math until she hoof faced herself with a chuckle, "none, it's a hole, therefore the dirt is already gone!" she exclaimed with giddyness in her voice.

Both ponies had a good laugh before Cheerilee continued, "if you only had one mathc and entered a room in which there was a kerosene lamp, an oil heater, and wood burning stove, which would first?" she asked.

Twilight 'hmm'ed for a bit until she rolled her eyes at the obvious "why the match ofcourse."

Cheerilee gave a little clop on the brick road for applaus.

Twilight blushed, but then continued "some months have 30 days, others have 31, how many have 28?"

Cheerilee let out a loud 'ha!' before answering "all of them!"

Twilight giggled while trying not to run out of air in her lungs.

Cheeriliee pondered her mind for another riddle. "A farmer has 17 sheep, all but 9 died. How many does he have left?"

Twilight chewed her lip "9!" she answered smugly

Cheerilee returned the ponie's proud grin before twilight took her turn.

"two ponys play chess. They played 5 games and each pony won the same number of games. There were no ties. How can this be?" the mage asked.

Cheerilee had to think about this one... "they played against other ponies, not eachother." she said simply with a closed eye smile.

Twilight nodded, prompting Cheerilee to now take her own turn.

"... take two apples from three apples and what do you have?" she asked.

Twilight quirked an eye brow, this wasn't a very hard one, "two apples" she answered, prompting a quiet chuckle from the teacher "quite correct..."

The two ponies continued to walk along the streets of Canterlot, taking in the sights, stopping at one point to eat lunch, then sitting on a bench at a nearby creak.

Twilight was sitting on her rump, and looked down at her small pudge, squished between her waist and her lower most ribs. The librarian put her forehooves on her stomach and began playing with the small fat, pushing her soft squishy belly around and poking it,

continued behaviour of this kind propmpted some giggles from her fuschia partner, Twilight looked to the teacher with an inquiring stare "what's so funny?" she asked, oblivious to her actions, it was a bit of a habbit that Twilight had unconciously formed.

"oh my appologies Twilight, that's just so adorable!" Cheerilee squeeked.

Twilight looked down at her tummy and blushed "*sigh* I really need to get out of the house more often... I almost never exercise... infact... no I don't erally exercise at all!" she was actually amazed that she'd made it to the end of the falling of the leaves, thank goodness she stuck to the book's advice about conservind energy... though it wasn't like she was really capable of anything else...

Cheerilee pushed Twilight onto her back "non sense! I love you just the way you are!" Twilight blushed a bit at the word 'love' but blushed even more at the audacity of what the teacher did next.

Cheerilee burried her face into Twilight's soft furry tummy, so comfy and warm, it was like a pillow!

Twilight giggled like alittle filly at the tickling feeling of the teacher rubbing her fuschia face into her tummy.

Twilight looked over at the town clock to see that she was cutting it close to being late for her lesson with Luna. "oh Cheerilee, I'm sorry but I have to hurry, I'm almost late!"

Cheerilee nodded a bit sad that her marefriend had to leave so soon, but she knew that she'd see her later.

Twilight Teleported to the mark within the Canterlot castle and walked over to the royal chambers, the pegasi guards gave her an absent minded glance before stepping aside to allow her entrance,

"ah! twilight, we are fain to see thee!" Princess Luna greeted hapilly as she yawned a bit.

"oh my! Luna did I wake you? I'm so sorry!" the mage replied, earning a giggle from the Night Mother (oh ya I went there!)

"oh calm thyself Twilight, we awake many times during the day, tis no ailment, we assurest thee"

Twilight calmed down a bit but still rubbed the back of her head nervously, this earned yet another giggle from the Princess of Darkness.

"oh young Twilight, dost thou knoweth how charmingly adorable thou art?" Luna remarked asked.

Twilight blushed and looked at the ground while suffing it with a forehoof.

Luna just wanted to squeel at how cute the unicorn looked, everything she did held a nerdy cuteness to it.

"well come hither little one, let us speak for a time shall we?" Twilight nodded with a giggled and trotted over to the Night Mother and found that she just couldnt keep herself from saying "well... my beauty pales in camparison to yours Luna..."

the Alicorn jumped a little at the unexpected comment and blushed, Twilight froze, fearing she'd overstepped her bounds, but found Luna smiling at her.

They talked for a good half hour, sharing stories and getting more aquainted.

Finally Luna decided they'd had enough chit chat "well then Twilight, let us continue to this day's lessons" she said.

Twilight nodded and the two ponies entered into Luna's private chamber, it had the same eery, hoplessness that it contained the previous day, but this time, Twilight didn't feel so put off by it... infact, it almost felt a little comforting.

"So... what am I going to learn today?" Twilight asked ecitedly.

Luna smiled at the unicorn before answering "today, we shall teach thee two important forms of black magick, Blood Magick, and the summoning of a daemn"

Twilight froze "um... I think I might of misheard you... did... did you say... summon a demon?" she asked nervously.

Luna smirked "verily Twilight, tis not such a fie filled eperience, if one knows how to properly execute it, but thou must be able to call upon a source of purest evil to access the stronger forms of black magick" she finished.

Twilight had a bit of a horrifed look on her face.

"d..does... do all practitioners of Black Magick summon demons?" she asked shakilly.

Luna nodded "indeed..." she began before putting a forehoof to her own chest "the only reason we can still perform it without our daemn is due to the many aeons of practice, it has taught us to draw upon the negative energies of the universe to compensate, but for one such as thou, thy shall need a daemn of thy own" she finished.

Twilight gulped, but then she looked up inquisitively "um... Luna...?" the Night Mother looked to her. "... you said that... your um... that you uh... no longer have your... daemn... w...w.." she couldn't bring herself to finish the question, but Luna seemed to read her mind.

"oh indeed, Nightmare Moon was our daemn for many a thousand years" she replied.

Twilight's eyes widened, and Luna gave her a grim look "thou must never alow thy daemn to gain control... even for a second... they seek to forge chaos, death, and disharmony wherever they tread... do not EVER let thy mind weaken, all it takes is but a moment of weakness... and it shall all end... thy shall become the used and the daemn the user, and with thy power in a daemn's hooves..." she trailed off,

but Twilight knew exactly what she meant, she had seen first hand what a demon was capable of with the power of an immensely strong mage such as Luna.

"now young Twilight, we must teach thee to erecct barriers and runes within thy mind to guard thyself against the daemn's prodding, then we shall teach thee Lunarkinetic armor afore thee can learn the summoning rite."

"um... o-ok..."

XXXXX

Twilight cracked her neck a bit, she was ready... she'd erected the mental guards with runes on her mind, she'd learnt to summon dark energy to bind ehrself with the demon, and she knew the rite... alls that was waiting... was the actual summoning...

Luna drew an elaborate design on the ground, a combination of ancient language markings as well as various symbols, the largest of which being a giant inverted pentagram, representing the five elements of magick, earth, air, watter, fire, and psi all being placed in the oposite places, nature itself becoming impurified.

Luna stood next to Twilight, the unicorn being swaddled in wreathing darkness, feeling negative energy flowing through her body and mind, her hatred leaked outof her chest into the energy, feeding it with her ki, forging it into both armor and shield.

"well then... shall we begin?" the Night Mother asked, to which Twilight responded with a nod.

Twilight leaked out some of her Lunarkinetic energy into the pentagram, turning it into a beacon for evil spirits and demons, then she placed an etheral rune with her mind above the pentagram, forging a doorway into tartyrus.

"are thou ready?" Luna asked one last time, and the lavender mage gave her a stern nod, finally, the two of them flared up thier dark energies and recited the spell together, in voices that seemed non pony, reasonating off the walls as they echoed like choir of witches, each word whispered as if by a hundered voices

"_**aperire... portae ut abyss... ac adduco... adj triens orbis adj ignis... ut adpello magna daemn**_"

there was a loud crack from within the room, it boomed with malificant purpose, and suddenly the two magi saw a large ehterel red gate appear before them, it was inscribed with various elegent designs in latin, and a sick feeling seemed to radiate from the gate.

Luna stepped to the door and beckoned Twilight to follow suit before speaking "we call forth a daemn from this most ancient of gates... the portal to Tartarus, we beckon the call to the amainest of daemns... the nightmares, specters of the 8th circle, guardians of the lord of the burning pit of gnashing teeth, come forth one who would wish to taste the clean are of Equestria, come hither she who would bind herself in service to the magi, come hither she who would strike the deal, forge the bond, come hither!"

Twilight trotted up to the metalic yet incorpereal door and placed a forehoof on it, leaking out her own personal aura, calling forth as a beacon to the demons of tartyrus, saying... 'come'

Twilight pulled her hoof away and both Luna and her sat their... just watching... an hour passed before the doors began slowly opening to reveal the most hideous creature that Twilight had ever seen,

it was vaguely bipedal, had a twisted into upside down position head, multiple eyes in very unorthodox positions, and all of its bones seemed broken and healed at akward angles, blood dripped from its mishapen inverted mouth, patches of white fur missing only to reveal muscle and bone rather than balled flesh.

"?em dnib ot kees uoy ,egam elttil os" the demon asked, its voice playing its question backwards, something that many demons were fond of.

Twilight tilted her head, not understanding the language, but Luna meerely leered at the demon "speak in forwards tongue, daemn"

"_heh heh... such a lovely little thing... you sure you want to throw all this innocence away?_" the demon asked in such a distorted strange voice, one almost couldn't understand it, it was as if somepony had a small amount of water in they're mouth, then leaned back and tried to speak through the puddle in the back of their throat.

Twilight gulped but then steeled her nerve, she couldn't have the slightest bit of weakness right now; and so without a second thought, she confidently layed out the deal "yes! I Twilight Sparkle, magi of aetherius lay out my soul to bind with yours, for you to reside within me, as a part of me, and grant me your power in exchange for being a safe conduit to the world of light and harmony."

The demon chuckled in a very dark raspy tone, one that shook Twilight to her very core.

"_as long as you know what you're getting into little filly_..." and with that, the demon fuzed its escence with Twilights,

for a moment, Twilight felt everything become dark, no thoughts, no sound, no sight... just pure emptyness, she felt as if something were climbing into her body through her mouth, and that something was penetrating into her mind, and finally, felt as if some energy were seeping into her very soul.

Twilight's sight came back and she looked up to see the demon but... now it looked... different, standing before her now was what looked to be a bipedal alicorn, standing on two hooves, pony hind legs reaching all the way up to a pelvis designed for supporting the weight of a bipedal creature,

a uniquely shaped torso with an almost hourglass shape when sizing up the nightmare's body from the neck down, and from the nightmare's shoulders stretched out arms, much like a skinny verson of bear arms, and their were even hands with long dexterous fingers, each adorning a black pointed nail,

but aside from the shape of the body, one would also notice the lavender micro fur surrounding it, seeming eerily similar to a particular librarian...

she even had a tail hanging down from just above her rump, in the exact same color scheme and sleek style as Twilight's,

going up past the neck revield a unicorn head, exactly the same as Twilight's with the exception of cat slit-like pupils and irises, much like those of Nightmare Moon's but with iris coloration matching Twilight, same mane style and color, even the unicorn horn, although the Nightmare's was considerably longer than Twilights, as well as much more pointed and sharp

and another mismatching feature were the large bat wings folded on the bipedal Alicorn's back, covered in leathery microfur like her coat.

Twilight was a little fascinated by the creature... and a bit creeped out by how similar it looked to herself,

she was about to ask the demon its name but then... she already knew it... somehow... she just knew the creature's name...

the librarian's mouth opened to speak, "Nightmare Star..."

The demon smiled, revealing razor sharp carnivorous teeth "_well done little Twilight... well done_" the demon said, her voice no longer raspy and distorted, but now replaced with a very mature and highly seductive mare's voice, refined, crisp and proper, but with a heavy sultryness to it.

Twilight felt a slight enease, but also a strange snese of familiarity.

"r-right... ok... so um... what... now?" she asked.

Nightmare Star walked over to the unicorn and placed a hand on her face lovingly "_whatever you want_" she said in her seductive voice.

Twilight blinked a few times, then looked to Luna for help, but the alicorn just smiled. Twilight looked back to the nightmare to see... well nothing... she was gone.

Twilight blinked, she looked around the room, the gate was gone.

"uh... wh..." the unicorn looked back to Luna for help "twas never there Twilight, neither was the daemn, they exist yet do not exist, now she both apart of you, and apart of nothing."

Luna smiled again "and remember Twilight... now that the daemn is a part of thee, thou shall feel its influence at all times..." the Night Mother trotted over to a book and picked it up, reading through the archaic literature until she gave a nod before turning solemnly back to Twilight.

"hmm... it seems that 'Nightmare Star' is a primal daemn of carnal desire..." she trailed off mumbling to herself.

Twilight tilted her head a bit in concern "should... I be worried about that?" she asked.

Luna looked back to her "oh methinks neigh, daemns of desire do not implant desires into thee, they merely amplifly what's already there." she reasured.

Twilight was still a little offput by this but nodded all the same. "now then Twilight... next time we meet, we shall teach thee Blood Magick, so until then, try to... get aqainted with thy daemn, try to feel its energy at all times, thy shall need them soon"

Twilight gave another unsure nod.

XXXXX

Twilight headed back to the hotel with a mix of emotions but decided to stifle them for the time being, she had a teacher to get back to, and for some strange reason, her nethers were screeming for her to give the instructor a lesson in sex ed.

END OF CHAPTER

AN: um... ok I don't really have anything to say at the moment lol! well sorry for such a really long update but I got more into reading clopfics then writing lol also I started up a new story, so now I'm gonna be balancing between the two, hope you all like it! and don't worry, clop with Luna is coming up soon promise.

review if you liked!

Bemnal out


	5. Witch Witch you're a Witch!

CHAPTER 5 Witch witch you're a witch

-Witch: 1. a Priestess of hell. 2. a practitioner of black magic who consorts with or controls demons. 3. a sorceress. 4. demonic beings with unholy powers, reffered to in many theological texts as the most foul of sinners who must be put to death via fire- excerpt from _the secret book of Bemnal the Fallen_

it had been a full month since Twilight had begun her training with Luna in the black arts, and she had learned oh so much.

a full week had been spent on Blood magick and another week on Lunarkinesis, it seems that the purpose of Blood magick was essentially to temporarily gain the abilities of a vampire lord, allowing the practitioner to gain amazing physical enhancements and access to the benifits of 'feeding'

Twilight yawned aloud as she traversed her way through the Canterlot castle, her drowzy gait bringing her accross the threshold of the dark hallway that extended its path into Luna's chambers.

Upon entering the dorum, the Unicorn spotted the extravegant Alicorn immortal lounging on her bed.

"ah Twilight sparkle, we are fain to see thee" the Night Princess greeted hapilly.

Twilight nodded "as am I to see you Princess"

the two chatted for some time as the minutes ticked on.

But eventually the pleasant conversation had come to its inevitable close as the two magi prepared for the task at hoof.

"so Twilight, art thou prepared?" the Night Princess asked.

Twilight nodded "yes! I'm very excited to try this out!" the mage was ofcourse reffering to one of the stronger forms of Blood magick, specifically a power that allowed the mage to take on the abilities of a vampire.

Uses for the Nosferatuse spell leaned mostly towards restoring a mage's power, if for example a mage used up all of their greater spells for the day and then depleted their minds of all their mana; then the Nosferatuse spell would allow them to feed upon pony blood and digest the vitality, reconfiguring it into either raw mana or regaining a greater spell that the mage had used for that day.

As the two arrived at Luna's training room, Twilight made to enter but was stopped by Luna's hoof on her shoulder.

"something wrong?" Twilight asked with a cocked eye brow.

Luna twisted her face into an unsure position, "what thou is erelong to experience is... disturbing" the Princess finished.

Twilight's ears drew back slightly "well, isn't everything you've taught me so far technically 'disturbing'?" she asked unsuredly.

Luna merely 'hmmed' before trotting inside.

Twilight followed while steeling herself for whatever lay beyond.

As it turns out, what lied beyond was a pony, albeit a chained up pony, hanging from rafters above by his forehooves, the rest of his body dangling like a pig on a butcher's hook.

Twilight blanched "t-that's a pony!"

"verily thine eyne art certes functional" Luna said blandly.

Twilight looked incredulously at the Night Princess "why is he chained up like that?! who is he?!" the Unicorn demanded.

Luna glowered "a pony, that is all. Mayhap he is a criminal or mayhap he is an upstanding citizan, or mayhap he was chosen randomly and happened to be in the wrong place at the wrong time, we shant tell thee and that is the point" she finished darkly.

Twilight stepped back involuntarilly "I... I don't want to do this... I think we should stop these lessons, I don't want to hurt anypony!"

Luna rolled her eyes "oh come now, don't be coy Twilight thou art to puissant and hungry for knowledge to be held back by moral straight, just think of all that thou could learn from a pony test subject, so many different experiments thou could try, so much that anatomical atopsy could reveal, thou is not going to just let those opportunities fade?"

Twilight's mouth was gawked and shaking, what dark crazy world had she stepped into? "I-I..." Twilight backed away some more.

Luna trotted into the room and turned to face Twilight, "thou could have all this knowledge, all this magick, so much that thou could learn, or thy can trot away, leave all this behind and return to thy mundane life with unanswered questions and restrained learning on thy magick and never return here again, never learn the ancient secrets that black magick can teach, never taste the tinge and power of its great and forbidden spells."

Twilight had reached a cross roads, here and now she needed to make a big choice, perhaps one that she would regret.

But as the last clingings of morality sifted through her mind, she knew that she would always make the same choice, the path of knowledge, the path of power. She had lusted after both ever since she first picked up a book and though she tried her best to align herself with lawfulness and good, she knew... she knew deep down what choice she would make, what choice she would _always_ make.

"... ok... what do I do?" Twilight spoke softly having finally lifted her head from the ground.

Luna smiled, albiet a twisted smile, she knew that Twilight wouldn't be able to resist, that deep down Twilight was just like her, ravenous for power and answers to the unkown, to explore the forbidden and lost, to know all.

"summon up thy blood magick" Luna's voice came out not as a suggestion but as a command.

Twilight nodded and first activated her Lunarkinesis to conjur dark energy, followed by atuning it to her own aura, and finally she telekinetically slashed open a cut on her shoulder from which blood floated up into the dark energy around her body.

Luna nodded with a smile "now, activate the Nosferatuse Sanguinaria Rune"

Twilight followed the instructions as her subconcious flared with the glowing purple runes inside her psyche and finally projected the rune outside of her mind and body as a floating circle of glowing magick formed around her mass and stimulated the ouni within her blood magick.

The mana shifted and distorted until the blood swirling around the Unicorn turned a sickly black.

"now return the changed blood to thy body." Luna finished.

Twilight did so, the black slime entering through her wound and flowing through her system, it felt like a long thick sheet of ice was being forced into her body over the muscles and under the skin through her cut as the liquid and filled her body and began corrupting her blood stream.

Twilight fell to the ground lurching in pain, she steeled her will to stave of the stinging and shakilly rose to her hooves feeling power rush to her head.

Her eyes flashed from purple to silver with cat slit irises just like her demon Nightmare Star's.

Twilight felt much much lighter, and stronger. Her muscles were extremely toned and taught, her pudgy stomach now lean and ripped, all of her senses hightened a million times over.

When the Unicorn looked over to Luna, she saw that the Night Princess had also taken on a vampiric form, her eyes now a metalic teal with cat slit irisis.

She looked sort of like Nightmare Moon except she was missing the armor and her mane still looked like Luna's.

"this Twilight, is the power of a true vampire, the greatest of the aflicted are vampire lords, ones who were not bitten, but changed by practitioners of black magick, it is us the Witches who hold the true power of the vampires, it is from us that vampirism was born, we as dark magick users can call upon blood magick to give astronomical physical power and we can also enchant this vampiric spell into a corpse to create a vampire lord and while vampire lords are much stronger than mundane vampires, they are but shadows to the Witches who created them, it is us who summon up the power of blood magick directly who can recieve its strongest of benifits without cost for we can stop the spell at will," she began.

"however, corpses enchanted with this spell will become vampire lords or 'pure bloods' and though they are much greater than other vampires, thou will always be stronger and faster than them in thy vampiraised form. Vampires were created as the ultimate soldiers to protect Witches from harm, they are essentially, Paladins of Tartarus. If thy wish to forge a vampire however, thy must be confident in thy control over it, otherwise thy shall go to sleep one night and never wake up, vampires may have been made as guardians for Witches, but they have minds of their own and if they break free of thy control,

they will kill thee without hesitation and roam freely about the land, creating lesser 'turned' vampires and lead their own covens.

Vampires can also access the same black magick as their Witch creators, however not to as high of a degree, but they can never reverse their vampiric state, they can never loose their power, they can never stave off the weaknesses of being a vampire, to enchant a corpse with this spell is to condemn that being, though their soul has moved on from death, a new conciousness takes its place, so while those who are turned into vampires are truly cursed beings trapped between life and death with their souls still preserved, vampire lords are truly evil beings,

literally souless and uncapable of mercy or compassion, only a monster of instinct and high intelligence with the desire to spread its curse amongst those who share its distorted view of the living, seeing them as corrupt wicked beings like the Witches who created them, many vampire lords ironically see themselves as 'good' beings who are merely purging the world of bad ponies by either killing them outright, feeding upon them, or making them into dark agents of their crusade by turning them."

Twilight gulped.

"I... see..." The Unicorn looked around through her new vision, all colors enhanced, details became immaculately clear and so on.

Luna smiled as the two moved towards the chianed up pony who began to stir from his unconcious state, he struggled and squirmed as the two glowering ponies approached him, Luna with the swish of her head slashed the pony's foreleg with her magick, blood seeped down from it as he cried out in pain.

Twilight's mouth dropped as a primal hunger began to take her over, she stalked closer to the pony, all reason and thoughts of moral constriction faded into the background as her mouth found its way to the slash mark and locked her lips around the wound.

The liquid was salty and copperish but something about it sliding down her throat just felt so satisfying like drinking crisp clean water after a day of thirst.

what happened next was a faint blur, bits and pieces came to Twilight in segments, feeding on the pony, ripping him to shreds, getting sexually aroused in the midst of it, and Luna joining in as well.

Then before she knew it, Twilight was suddenly in Luna's bed with her maw between the Night Princess's haunches assulting her flower devouring it with fervor, the pony's blood still warm on her lips, and now mixing with the Princess's juices.

Twilight's moves were barbaric and rushed as if in a crazed frenzy, her tounge lashing out as if her life depended on it in an apocalyptic display of carnal desire.

Before long, Twilight's face was plastered with climax, coating her face in the dark goddess's orgasm.

Again things faded out of concious thought, once they came back in again, Twilight was cuddled next to the Princess and cuddled close to her as the Alicorn held her close.

Twilight's mind was relaxed and lazy, no true comprehention of what she had done or what she was doing now passed through her muddled mind.

"mmm congradulations Twilight" The Night Princess hummed.

Twilight groggilly rose her head up in half complience.

"thou hast made it to the next stage of black magick" Luna informed.

Twilight cocked an eye brow.

"and... what stage is that?"

Luna smiled, "you are now a Witch"

XXXXX

Twilight had finally arrived back within her Treehouse library via teleportation, it was so much easier now a days...

But as the memories of recent times sifted through her mind, she needed to console some annoying questions who incessently plauged her mind, 'how am I coping with killing that pony?' the answer she found to be somewhat vexing.

"...I... don't really feel anything..." no pity, no anger, no sadness, no pleasure, no guilt, just... nothing...

Then there was the question of how what she had done with Luna made her feel, she cheated on Cheerilee, she probably committed some kind of blasphemy with the night goddess in that bed, and she probably betrayed her mentor Celestia in some way by defiling her sister.

"ok I don't feel so nonchalant about that... actually I feel bad... and confused... and a little bit glad... ugh this is so confusing"

*indeed, would you like the blunt truth?* Nightmare Star offered.

Twilight rolled her eyes "I don't need advice from a demon"

*too bad, I'm giving it anyway, not much else to do in here but tell you what you want*

"True" Twilight said simply.

*you want to have a repeat of both incidents with Luna except you want to be perfectly coherant when you do.*

Twilight cringed a bit, "hmm... but I can't do that to Cheerilee, not the pony killing part that's a whole other can of worms, but the 'incident' with Luna in her bed... I'm already spoken for as it were"

*why can't you have both?*

"I couldn't do that to them it's not right"

*this coming from somepony who just devoured another equine?*

"..."

*and who says they need to know? you need to stop worrying so much about what others think and feel and focus more on Twilight, what about Twilight's needs? what about Twilight's wants?*

"I... well..."

*you know I'm right on this*

"hm... I'll... need to meditate on this"

Twilight had a long day of contemplation ahead of her...

END OF CHAPTER!

AN: sorry about the shortness of this chapter but I am SO FREAKING PSYCHED for my new big project Dungeons and Ponies which I'm now working on and should have the first chapter up by tomorrow at some point.

Anywho, this is the last week of finals for my college so next week should see a lot of updates for mah stories!

ya and I went to see the Hobbit for my birthday on Saturday, it was amazing, and now I'm even more psyched for writing Dungeons and Ponies and I can't wait to see some of my reader's OCs!


	6. Hidden Truths and Necromancy

CHAPTER 6

Hidden Truths and Necromancy

-Necromancer: a medium who communes with and/or controls the dead, a master of death, one who can raise corpses and command undead beings. They have been known to possess a few... _unnatural_ spells...- excerpt from _the secret book of Bemnal the Fallen_

Twilight awoke from her grungy sleep, a scratch of her neck with a hoof reminded her of her itchy skin underneath her coat, lately her body had been going through some unusual changes.

rolling over until she enevitable fell off the bed, the Mage/Witch stood up on her hooves and paced drowsilly into the bathroom, upon entering she saw within the mirror her true self.

It had been two weeks since Luna and Twilight's little 'introduction' to blood magick and since then she'd gone over many contemplations on what it was she 'wanted in life' and what she'd be willing to do in order to achieve it; after days of meditation and pondering, she came to the conclusion that what she wanted was very simple, knowledge. Knowledge and magickal power, all of it, as much as there was to be had.

But that would require her mind to be strong and open, much more so than it had already been, she was aware of this.

And to gain all that knowledge of things that nopony had ever catalouged in books, knowledge that was so foolishly labled 'forbidden' or 'unethical' by scared weaklings, Twilight would need many years to collect and research, but this she was also aware of.

The soloution? well... thinking back to a week and a half ago:

XXXXX

Twilight saw the etheral forms of ten different demons, her strongest and oldest one: Nightmare Star among them.

The more demons she made contracts with and brought into her body, the more powerful she became, and the larger her memory bank and comprehention grew.

speaking of memory...

"so Princess, can I um, make _more_ contracts with demons?" Twilight asked curiously as she practiced her Lunarkinesis.

Luna paused, then smirked "well, meseems thou would like to further thy power?" she aksed in an amused tone.

Twilight smiled sheepishly "heh, youuuu got me heh heh..." she replied nervously.

Luna's smirk became a wide almost creepy grin "tis good Twilight, we are proud of thee." she responded wickedly.

Twilight didn't seem to notice the sinister element to Luna's aura and asked purely out of curiosity, "how do you mean Princess?."

Luna looked upwards while drawing in a breath before letting it out in a long close eyed smiling sigh with a tilt of her dark head.

"Just as an athlete requires protein and must swink to become strong, a budding Witch needs a thirst for power and a froward will for taking it to advance her studies." Luna explained calmly.

Twilight nodded, "I, see..." she stated with a downcast look.

Luna placed a forehoof on Twilight's shoulder, "it need not be an unpleasant feeling, a thirst for power is natural, neigh healthy!"

Twilight blinked "are, are you sure Princess? I mean-"

"would we lie to thee Twilight?" Luna cut in with a warm smile.

Twilight shook her head "no, I'm sorry I just, I don't know what exactly it is I should do I mean, what would be necessary for me to um, make a contract with multiple demons?" she asked pleadingly.

Luna looked upward for a few seconds before looking back into Twilight's eyes, "doest thou want to know a secret?" she asked in a conspiritory voice.

Twilight nodded incessently.

Luna came close and spoke in a whispering voice, "the daemns need us more than we need them." she began with a mischevious grin which prompted a wide eyed look from Twilight.

"for thy see Twilight, they are not guardians of Tartarus, they are its prisoners, just as much so as evil souls, they were once great and powerful warriors and Wizards forged by the gods as their enforcers, imensely strong beings, practically gods themselves, we believe you mortals know them as... Angels, aye, angels... As time went on some of them refused to concide to the gods' will and rebelled, all they wanted was to be free, to make their own choices, to love, to laugh, to _live_. but the gods refused and a grandeur war of heaven ensued.

It all ended with naught but 2 million angels left standing, but they lacked the strength to continue fighting and so, were cast into Tartarus, a firey prison of damnation created specifically for punishing those who defied the will of the gods.

And in this prison they were cast from the light of divinity, branded as daemns they burn eternally within the pit of gnashing teeth; but there is a way for them to escape... Clerics are able to channel divine energy through their souls into the mortal plane, Clerics who channel divine energy of the 'darker' genus are known as Witches; Witches are capable of harnessing godly black magick and bringing it shape.

Witches can also summon daemns through the sphere of summoning, and there they can strike a soul binding contract with the daemn, in exchange for the daemn's power, the Witch gives up a piece of their soul or body for the daemn to reside within; and that's where the secret comes in.

for thy see Twilight, most think that in exchange for power, a Witch much sacrifice their entire soul in the contract. While this is often the offer a daemn makes, it need not be accepted, instead the Witch can offer up a different contract, the daemn may reside within a small part of the Witch's body in exchange for all of the daemn's power; why would a daemn agree to such terms?

Because being powerless and not even recieving a body to walk around in for it is far better than continuing to roast within Tartarus, much like a narcotic supplier has a hold over a desperate addict; a Witch holds a daemn's salvation from their torment and imprisonment, and thusly the daemn doesn't have much motivation for arguing against such terms, amusing tis it not?" the Princess finally finished.

Twilight nibbled on her lip as she looked at the underside of her right forleg, their in etheral glowing violet lines was a pentagram, a sigil marking where Nightmare Star had been bound to that small thin layer of flesh.

"so, If I were to make more contracts, then I would gain more and more sigils?" Twilight asked.

Luna nodded with a smile, "now thou art catching on as 'twer, eventually thy entire body shall be riddled with pentagram runes until there is no longer any space for more." she explained.

Twilight gulped, "that, might be a uh, problem..." she said unsuredly.

Twilight shook her head "not if thou art skilled at illusion like us." to itereate her point, Luna's horn flashed revealing her body's true form; gone was the sculpted beauty of her face, her flowing mane now a disgusting shade of grey, her eyes gone completely, emtpy shadowy sockets replacing them, her lips broken and bruised, split with disgusting scabs; her hooves once glorious were now rotted and filled with holes, and her coat was now pale with patches of dark sickly grey but more importantly, it was littered with midnight blue pentagrams, every inch of her was covered in them each and every sigil marking a demon-pact contract.

Twilight's eyes widened in a mixture of horror and fascination.

With a flash of her now jagged and spiked horn, her flesh litterally peeled itself from her body only to reveal another layer of skin underneath, also littered with pentagrams, and that layer too was peeled to reveal a third which when peeled revealed hard jerky like muscles and tendons underneath.

Twilight couldn't tear her eyes away, as 'WTB is this this?!' a moment as this was, she coudldn't shake away a sick admiration of distorted beauty, the sheer inginuity of this and the things it implied made the Unicorn's mouth slowly twitch into a perverted smile.

"behold! the this is the face of POWER!" Luna boomed as her flesh floated in the air containing over a hundred demon sigils.

At last the layers of flesh re-attatched themselves to Luna's body and with a flash of magic, her regal vulotpuous beauty returned.

"thy can always use alteration magick to form a new layer of physical skin to hold more contracts, each one binding a demon to your soul and siphoning their power into you; and verilly, with a bit of illusion thy can disguise thy form to even the most skilled of magicians." the night goddess finished.

Twilight finally shook her head and snapped out of her stupor "b-but what about on the night of the summer sun celebration! you looked so, well, different..." she pondered aloud.

Luna looked away with a 'hmm' "forsooth, we did appear most 'unhospitable' as thy tap into more and more reserves of thy daemnic power, thy illusion becomes increasingly difficult to hide, and the raw power shines through into ponies minds, a natural defense reflex forces their perception of thee to show something frightful and dangerous so that their natural reaction will be to flee and thusly, live to see another day."

Twilight nodded "that makes sense I suppose... but what _did_ happen that night? I mean what happened all those years ago? what happened with, Nightmare Moon?" she knew she was tredding into private matters but her curiousity wouldn't allow her to hold her tongue.

Luna looked melancholy for a moment, "ah, that... we suppose well..." she rubbed the back of her head with a forehoof, "that was a 'rare' case that. Thy see, Nightmare Moon was our oldest and strongest daemn, much like Nightmare Star is thine, Moon was strong and willful and we liked that about her; a mare who knew what she wanted and had the guts to take it, we could respect that.

but it was not her alone that caused the 'incident', one of the old greater gods: Balance we believe his name was, implanted something within us. Balance... placed a voice within Nightmare Moon, a strong voice, one that even we could not ignore, one that was strong and absoloute, one that... That cared for us, that understood the betrayal and tyrany of our sister."

Luna's voice turned bitter as her beautiful features twisted into disgust and anger.

"she knew the resentment we held for Tia and whispered plots of conspiricy and revenge, naturally we ignored her and shut her out but... only for so long.

Only for so long...

The history books will tell thee that we 'snapped' due to ponies not loving our night and while this was a small factor, it was not the true reason." the bones in Luna's legs cracked as she flexed them with agitation and distain coating her words.

"it was 'her' fault, and it all came to fruition a thousand years ago, a festival was to be held in our honor, to celebrate the rulers of Equestria... and do thy know what happened?" her lowered face rose to meet Twilight's "soooo many ponies came from near and far to grovel at Celestia's hooves, words of love and praise, worhipers and gifts filed in from every corner of the planet... however... when the night came, when it was time for 'my' praise and love." Luna's breath quickened, her lips twitching in anger, her eyes holding pure rage and contempt,

"not. a. single. pony. was. there. They had all come to see 'her' but me?" Luna's head tilted with a rueful smile and Twilight noticed Luna's change in speech refference to herself.

"evidently 'I' wasn't good enough!" her voice began to escalate, "nopony came to worship me! nopony came to love me! nopony even gave me any RECOGNITION! I had become the shadow of Celestia, just a footnote within the court of Canterlot! just a useless younger sister of an" she lifted her hooves in the air for qution marks "'all powerful'" she said in a mocking voice, "Empress, apparantly nopony NEEDED me!" her teeth bore and became sharpened as her eyes flashed teal with catslit pupils,

"NOPONY EVEN LIKED ME! did you know that she 'actually' had the GALL! to have the history books state her as the benevolant undefeatable champion while each and every time a great threat came to Equestria, I 'apparantly' was 'incapacitated' or 'defeated' and it was left to HER to save everypony!" by this point she had reverted to the same form Twilight had seen on the return of Nightmare Moon, and her pure contempt leaked out like a gasious hatred that could be smelt, tasted, breathed, and felt.

"IT WASN'T 'CELESTIA' WHO STOPPED DISCORD! IT WAS *ME*! Celestia was too busy being weak and useless, *I* was the one who fought on and channeled the Elementst through us! it wasn't CELESTIA who overpowered the Human Psion, it was ME! it was never Celesita who defended all of Equestria in the last moments of hope! **IT! WAS! MEEEE! NOT HER, ME!"** at this point Luna's old Canterlot speech had all but sent Twilight flying accross the room, cracks formed beneath Luna's feet as her demonic power seethed through her soul, the walls around the room distorted and cracked, fires raged with unnatrual energy has the goddess' rage flooded the area with poisonous hate.

"that stupid bitch was always the pretty one! always the favorite! always daddy's little bucking princess! I was always the troublesome one! the one that everypony was dissapointed in! WELL NOT ANYMORE! I'M THE STRONGEST! I HOLD THE MOST POWER AND THAT POMPUS BITCH NEEDED TO FALL!" Luna finished her rant panting with her etheral mane disheveled and tussled.

Twilight managed to finally shake the stun out of her system as she very cautiously approached Luna.

Said goddess took a few deep breaths before her form returned back to being 'Luna' her mane regaining its splender and beauty, her eyes returning to their original state and her body restored to its usual size.

"well, to say that was the last straw would be an understatement," Luna continued, "with that one last push, we succumed to Nightmare's will and her voice became the one that spoke from our body, her augmented will made us _strong_.

The first thing she did was to kill Balance and take his power and then, with the power of an elder god powering us alongside the hundreds of daemns we'd collected well, Celestia didn't stand a chance.

We overpowered her easily enough, turned the members of the guard who'd submit to our rule into vampires and then, then Celestia finally grew the balls to claim true power; whether on the advice of the elder gods or by her own discretion we do not know, but she had decided to do something that had not been done in hundreds of thousands of years, she wielded the Elements of Harmony by herself.

The Elements are what remains of Order the goddess of Harmony, the oldest and strongest of all the gods; taking in her power all by herself made Celestia into something... different.

She became something more than she was, she became absoloute and merciless, ready to strike down any and all so opposed her will" Luna chuckled, "she became powerful... for the first time in her life she was truly strong, truly beautiful, and by her own will and descretion had it been made so, oh we wanted to rut her that night when we saw her standing before us as a monilith of unadulterated power, no longer Celestia, but now something greater, purer, something that would purge and destroy anything that refused her desires; it didn't matter that she desired order law and light, what mattered was that at that moment she would not allow any to choose anything else, no tricks, no deception, she would force her philosophy upon the ants beneath her; her indominable will siphoned off into her Paladins, never before had they been so strong as they leached off of her truly god-like power, 20 of them stood against my vampire army of thousands and came out victorious." Luna bit her lip with closed eyes and a flush accross her face.

Her hind legs shuddered and rubbed against eachother as her sex dripped down her thighs and her forelegs shook, "oh we'd never been so aroused before! such an epitaph of greatness! oh we wanted her, we wanted her so bad, we had to fight her, we had to destroy the world in a violent apacolyptic battle with her! she was what we had been searching for our entire lives, true power; we knew that what stood before us was not Celestia, no Celestia was a week conniving coward, what stood before us was a strong unchallengable goddess! we had to know her name!

'you are no more Celestia than we are Luna, what are you creature?' we asked her.

and in a long hiss of unbridling greatness she responded, 'Sssssuuuuuppeerrrrrrr Nnnnnoooooovvvvaaaaaaa' oh the name sent chills up our spine! Super Nova, Titan of light, goddess of exploding stars and solar flares! the destructive powerful side of the sun, the one that sorches and incinerates without hesitation," at this point Luna had one hoove reached down between her hind legs and clopping with abondon regardless of Twilight being infront of her, the Unicorn gulped with a heavy blush but made no attempt to stop the seductive Princess.

Her breath was shaky, "hooohohohoho and she said 'aallll ddddaaaarrkknnnneeesssss mmmuuuusssssttt bbbeeeeeee cllllleeeaaaannnnssssseeeedd dddd' we roared with laughter as our cunt moistened with desire, we could practically feel her power radiating, its tinge of electric fire laped at our entire body, the purifying light eating at our body, our sex's lips twitched as we prepared for the most pleasureable battle of our lives;

'oh this is rich! I see I see, this is not a battle of gods... this is something much more apocalyptic... this is the clash of the titans! hahahahaha!' we roared as shadows swadled around us, we grew t oa hundred feet tall, our Scythe and Armor grew to match us! and Super Nova only met our challenge, growing as large as us! we both stood bipedal with hands and fingers and six wings on our backs as Titans of dark and light!"

Luna's hind legs spread wider as her free forehoof supported her torso while her cloping one went to town, her breath ragged;

Twilight herself had a huge flush on her face, her tongue was slightly protruding from her mouth as she breathed heavilly with half lidded eyes, her own hoof reaching down to relieve herself of the sexual tension that had built up, her mind refusing to process how wrong all of this was, perhaps that merely made it more desirable, more sensual and seductive and... dirty.

"nnnnnvvv! our scythe swung through the air, bringing typhoons that scattered forests with each swing oh it was glorious! we loved every second of it! Nova's shield caught the blow, the sound creating a thundering boom that popped the ear drums of all nearby, the force of th shockwave cut deep into the earth below! ohhh it was wonderous! our power clashing with Nova's was ecstatic, as if each blow were a thrust in coitos!"

Luna and Twilight both were dripping all over the Princess' floor from their masturbation when without warning, Luna pulled Twilight onto her back and dragged her underneath her with telekinesis, spread the mare's legs, and sast down on her waist in such a way that their flowers tuched;

Luna grinded her plot into Twilight's casuing both ponies to moan,

"a-a-an-n-d then! she spun around with such force it cracked the earth and slammed her blade into our side, but our scythe cuaght it in a pa-a-arry! mmmmfff! t-the force sent her collosal form flying through the air and smashing through a mountainside! a struggle of domination, switching positions as we rutted and bucked!"

Luna's assult on Twilight's marehood grew faster and more forceful as her eyes fluttered closed, her forelegs spread to either side of Twilight's head supporting the Princess.

"we slammed her into the ocean sending tsunamis heading towards the other end of the planet, she kicked us off and sent us hurtling through the air until ah!~ we crashed into a volcano, it exploded upon contact and sent lava cascading across the province destroying everything in i-its pa-ath~!"

Luna came in a powerful squirt of juices on Twilight's waist as she continued to rub and grind, the Unicorn's mouth was half ajar and her eyes half closed while her forelegs hung out uselessly at her sides.

"Nova didn't give us any reprieve and pounced upon us, driving her blade into our body, it didn't pierce the flesh but it did cause kinetict impact damage, like thrusting her stallionhood into me as forcefully as she could mmmnnnn~"

Twilight came in a meek stream of semi concious erotic satisfaction.

"Nova lifted her blade up and slammed it down into our body oooover and oooover and oooover! like a stallion in heat ramming us without mercy, rough and dominant, she raped us passionately, claiming out body with each thunderous crashing of her claymore, a crater the size of a city eventually formed beneath us,"

Luna picked up her pace yet again,

"and THEN! without warning she flew up into space and dive bombed into us! oh she came with a furry, dug it in right to the hilt forcing every drop into our abused entrance as her glorious form slammed into us with the force of a hundred thousand combustion spells, the ground itself trembled at her climax as the earth lifted up in waves, trees flew through the air, the shockwave rippled through the ground, the tectile plates cracking and shifting!"

Luna came again as did Twilight, their juices intermingling as they leaked down onto the floor.

"Nova's force didn't stop! oh she went in for another round, she continued to press into us, penatrating us again like a hound taking his bitch! her six white wings thwacked with all their errrrrotic might and shoved us further and further through the ground until they entered the core of the planet, we passed through the molten center, teh heat of magma burned through both us and Super Nova, for a few moments we were one"

Twilight shuddered as she came yet again, Luna began grinding into her with such force that it shattered the bones in the Unicorn's waist but no matter; the demon inside her would regenerate any and all injuries in time.

"oh buck! mmmm! NOva's momentum had not yet been stopped, we crashed through the other side of the planet and blasted out of the ocean floor, the earth shook and quaked with furry, entire cities were reduced to rubble form the tremors."

Luna's forehooves lifted up and slammed into Twilight's crushing and obliterating them as she came again.

"MMNNNN! w-we finally threw Nova off with our Titan strength and swung our scythe around, the point catching on Nova's armor and ripping through it, but not piercing her hide; as we swung Nova around and sent her hurtling into the ocean with unimaginable strength! oh BUUUCK!"

Again Luna came,

"As her body hit the water, a giant cylinder of a wave standing three hundred feet tall rose before crashing into the rest of the water's body and sent tsunamis in every direction! the destruction was catastrophic! entire islands the size of manehatten were sunk within minutes!

Nova retaliated with a charge and impailment of her claymore into our stomach, once again it didn't pierce Titan flesh but the force sent us bulleting through the air as gravity somewhat kept us in the planet's atmosphere, eventually we ended up on the other side of the planet and smashed into solid ground creating a fice mile wide crater that streched on and on as we sailed through the Earth for 10 miles before finally stopping!"

both ponies came, at this point Luna's merciless thrusts had formed a cracked crater of stone beneath Twilight's mutilated rump, shockwaves shattering the other bones in her body.

"Nova crashed into our body and hammered us with the edge of her shield and the hand guard of her sword, swinging her armed fists left and right and left and right and left and right, each blow shaking the entire continat beneath us! OOHHHH~!"

again the night goddess came,

"t-th-he earth cracked and split, seperating multiplee land masses into several continants such a-as Draehgo and Ébány! mmmmmmmvvvv! the ground around us opened up as lava spewed forth from the earth's core and radiation from the previous world floated out around us both!"

Twilight was hardly concious at this point, had it not been for the demon attatched to her soul, she would have died a long time ago.

"we headbutted her, sending the light Titan flying a thousand feet into the air before slamming into the ground forming an even deeper crevice than the one we had made, we rose and spread our six black wings before taking to the skies;

Nova rose and followed us, our bodies breaking the sound barrier and creating a giant cackling boom audible accross the entire woooorrrllld! uuunnnh~"

and for the countless time, Luna came again,

"up high above the world, we soared towards eachother and clashed head on! scythe and sword swung and clashed with shield and staff, we fought with unnatural speed, only a blur with our movments, within mere seconds one srike became hundreds, within a minute, they numbered in the thousands as we fought the greatest battle in the history of Equestria; she for the fate of all life, and us for the the un-bucking-believable pleasure it wrought upon us!

the Elements of Harmony fueld and empowered Nova while our stamina began giving out, each strike was deliverd with less power and speed then that last, like two lovers wrestling around for who was ontop until Nova crashed onto us with a flurry of combos and sent us flying into the sun, its fire burned us to our very core as we exited the other side! oh oh oh!~"

a large splash of cum now formed a puddle within the cracks adorning the marble floor.

"we coughed and hufed, Nova teleported behind us and backhanded us with a shield bash that sent us flaying back through the sun again! oooooooh! then she teleported to the other side and repeated the process again and again and again! never had we felt so much pain before, never had our darkness been so purged, Nova using the very sun she governed as a weapon to molest us into submission! nnnvvv!

f-finally, we were floating betwixt the sun and moon as Nova floated up infront of the sun, its beautiful fury burning behind her;

we could barely keep our eyes open and floated infront of the moooooooon~"

another orgasm,

"we spoke, 'so this is how it ends?' we spoke between pants as we tried to focus upon our opponant who stood tall with all her vitality and strength, oh a true goddess she was! Nova's shield raised and began to glow with a bright light,

again we spoke 'we suppose this was meant to be, after all, light always sends the shadows away' we forced out between huffs as our hot and bothered little cunt oozed our climax out into the depths of space, oh we had cum so hard and so often in that orgasmic fight!"

and Luna came a last time, flooding the floor with a now 5 foot diameter pool of divine climax.

The goddess panted as she weakilly rose her head to look at Twilight's mangled form "h-her shield flashed rainbow."

Her murderous thrusts ceased.

"and we spoke again, 'but... darkness... alw...always...awlays comes back... always...' the beam of the Elements slammed into us and sent our giant form speeding through space into the moon, our body crashed into it as the beam spread all over our body, oh the purity of it was agaonizingly painful you couldn't even imagin how glorious it fealt... and then something happened,

a strange memory flashed of our foalhood when we were little fillies, a stupid memory but I suppose it was a sort of mockery, either way, the light completely enveloped our body and our very essence was sealed into the face of the moon, several spots of shadows formed the likeness of a horned pony head, the mare in the moon.

and that... that was the last we saw of that one night stand beauty..."

By now Luna was once again calm and relaxed, Twilight's body cracked and spasmed as the demon within repaired her obliterated bones.

Within a few minutes both were sitting upon floor cushions, Twilight rubbing her aching body, "I suppose that's why the Princess warned me never to ask you about what hapened a thousand years ago heh heh..." she trailed off somewhat stupidly.

Luna drew in a sharp breath and then sighed, "yes... it was so wonderful Twilight, the best night of our immortal life, when the seal of the Elements finally wore off and I was released back into the world well... I had to have it again! Imagine the most climatic and erotic sex in existance, to experience something like that... then be sealed away for a thousand years? we needed more! we had to fight her again, and again and again for eternity if possible... so when we came back we reistablished our dominion, we knew it would draw her out;

or so we thought, but then we saw thee" Luna looked Twilight in the eyes, "in thee we saw the the Element of magick, we knew something was terribly wrong, not knowing what else to do we said whatever came to mind before heading for the Everfree Forest's castle, the same one where the Elements had previously been preserved before our birth;

in there we waited, it was a special place and we knew that Tia would not be capable of resisting a meeting there, so we waited... and then we sensed thee and thy companions approaching.

We debated killing thee but thy all held the Elements so, what thy all held Tia's power? we didn't know what to belive, with no knowledge of the past one thousand years anything could have transpired as far as we knew.

So we tested thee, and at every corner thy all succeeded, indeed thy were the physical embodiment of the Elements, and it was then that we knew, or atleast we thought, that Tia had somehow broken herself into many pieces and so we waited.

thy arrived, we taunted thee awaiting Tia's, no, Nova's righteous form to spring forth from the six thee, but thy strange reactions to our prodding and teasing confused us, 'why does she not stop this game?' we thought to ourselves, we'd had enough foreplay, we wanted action;

but then the six of thee adorned the Elements and we thought 'finally!' we prepared for some sort of fuzion to occure or perhaps you were guardians of her new form about to summon her to the fight, either way we eagerly awaited.

But instead of a transformation or a summoning, the Elements struck at us with their purgin beam, we realized this all too late when it hit, but this one was different;

it wasn't... potent, like Nova's, this one was weak, it lacked the motive to obliterate evil, it only carried the desire to be rid of it but not to crush it.

And so instead of another banishment or even utter destruction, it merely entered our soul and right at the front of the line of our daemns was my oldest and strongest, Nightmare Moon.

She took the brunt of the force, we lost so many others but she was the first to go, back before the war of Moon and Sun when we had first gotten into Witchcraft, it had taken me so long to collect all those daemns, they numbered in the thousands, but the blast of Harmony ripped them all away from us;

though it completely obliterated Nightmare Moon, it merely banished all of our others back to Tartarus until we were left as a weaponless soldier, a Cleric with no energy to draw on; a Witch without a single daemn to feed off of, for the first time in our lives we fealt... weak... nopony had ever made us feel that way before, to feel completely and utterly violated in the most undesirable fashion,

such a display of cruelty... beautiful Twilight... it was beautiful" Luna finally focused back on the fidgiting Unicorn, "thou did so much worse than Nova had ever done, thy ravaged our body and crushed our power, left us as a weak snivling filly with no power or divinity, and for the second time in our life, we fell in love." Luna's smile was a mixture of twisted yet warm, she reached out a hoof and stroked Twilight's cheek who blushed in response.

"oh we love thee Twilight, the one who raped our power and stripped us of all strength and dignity, who dominated us as a commander of Order's power"

Twilight shifted nervously as she looked away in embarassment, an odd combination of humble humility, confused disturbance, and proud smugness fell upon the forefront of her mind.

"I love you too!" Twilight blurted out almost randomly, but she didn't raise her hoves up to her mouth in shock, no she knew deep down in the recesses of her pysche that she meant it, down to the last syllable, every since she'd first conquered this goddess, she'd had a bond of power and passion between the two of them, she'd felt it on nightmare night, and felt it again when Celestia had sent her off to fight King Sombra,

Standing at the doorway with that stern glare of vengence, oh she knew the scars her abuse had left on Luna's soul, she had dreampt about them more than once on a star filled night only to awake with sheets stained with sweat and cum.

"oh buck it..." Twilight repremanded as she leaned in and smooched the goddess of the night, the electricity of power that shot through her made her marehood tingle and her spine warmthen and glow.

"woah..." she breathed as the two seperated, and that was merely a close mouthed peck on the lips!

Luna smiled devilishly, "when we lay with our ruin smout upon the steps, Tia appeared. When we looked upon her we saw not the weak Rouge of our foalhood, we saw instead a powerful majestic goddess, Super Nova may have been gone, but she most certainly left her mark upon Celestia; that goddess now stands with authority and strength, we finally saw the sister we always wanted.

We clutched onto her forelegs as she offered us a seat by her side, ofcourse we could follow this strong leader, and follow we did.

we're so glad thy could grow up with such a powerful iron willed Empress as what Tia has transformed into over the last thousand years, we love her; though she will never come close to what Super Nova our first love was, Tia will definitely be a worthy sister."

Luna leaned in to smile dreamilly into Twilight's eyes; "thous hast earned the love of the Devil Twilight Sparkle"

Her face grew seductive but dark.

"we are a vicious uncontrollable war horse, only a powerful master like thee with will, and unmatched strength, with the guts to take what she wants when she wants can tame and ride us" her face drew closer,

"but as soon as thy riding crop hits with less pain, as soon as thy orders are barked with quiet volume, as soon as thy steering of our riding bit becomes gentle, as soon as thee becomes weak, at that very moment" her face now an inch away from Twilight's her breath coming out with heavy pheramones and her eyes glistening with hypnotic beauty.

"we shall buck thee off and crush thy skull" she said with a wide twisted smile before locking her lips passionately with Twilight's her tongue demanding entrance and invading with or without permission, her tongue swirling with the Unicorn's.

Twilight's mind exploded with arousal, this godess making out with her as she practically secreted an aphrodisiac through her breath into Twilight's nose and into her lungs, coursing through her brain.

The two of them rutted violetnly but passionately for half an hour straight, Twilight's body breaking countless times only for Nightmare Star's demonic power to reconstruct it for more abuse and pleasure.

Twilight had become the star to Luna's moon and it felt right.

It wasn't until a few hours later when she rested upon her own bed in her own room that thoughts of Cheerilee invaded her mind.

XXXXX

the memory finished in Twilight's mind as she shook her head and stared at herself in the mirror, her coat was slightly paler than usual, her eyes were losing their pastel luster, her mane was slightly dull in color.

"hmm..." with a shrug, Twilight gave a flash of her horn and the ten pentagrams on her coat vanished, her mane back to its sleek shine, her eyes regaining their vibrance, and her coat becoming bright and colorful.

Twilight tilted her head slightly in a contemplativ matter as she brought a forehoof to her face, there she smelt her own juices, realization dawned that she had clopped furiously while thinking back to the memory with Luna.

"can't even hold it for a day can you?" she chastized with a chuckle to the mirror infornt of her.

with a lick at her hoof she tasted her own electric tart flavor, it was sour but fruity as well, containing a large spike of static spark within.

Before she knew it, she was methodically sucking her hoof dry as her arousal returned in full; but a knock from the door snapped her out of her self pleasure.

"ugh!" her eyes cast skyward with a shake of her head in annoyance. "cooooming" she called out pleasantly before looking back at herself in the mirror, an adjustment of the illusion spell and the slight bit of pudge in her tummy dissappeared, replaced by toned frim abs, her rumb became curvy and luscious like Rarity's her eyes more shapely and seductive.

Twilight stared at herself for a few seconds before making a 'blech' sound and with a poof of her magick she was back to being plain old Twilight.

"hmm... basic but... cute..." she commented as the continued and incessant knocking demanded her attention "UGH! I'm coming!" she shouted with aggravation in her voice as she teleported infront of the door, it hardly took a thought, a while ago such a feat would have required an intense moment of concentration, but now it hardly required the slightest amount of effort.

Each demon within her siphoning all of its power into her pumped her full of strength and magick, combining with her Element this provided some... addtional effects, namely that each demon's power fueled her in a much more effective way than Luna's

this aside, the idea of the demon's power was incredulous, each one containing the power of a lesser demi-god, and each one fueling her to the max; doing the math with all ten demons and the Element of Magick amplifying their effects well,

Twilight was learning spells and perfecting others at a terrifying speed.

At last Twilight opened the door to see Cheerilee infront of her, immediately her face brightened "Cheerilee!" *glomp*

"woah! I thought I would be the one doing that to you!" Cheerilee laughed as she embraced her fillyfriend.

Twilight snuggled her face into Cheerilee's coat and mane, an idle thought of Luna passed her mind but she forced it out, no sense in getting upset in the presence of another when she could easilly burry the emotion and pretend it wasn't there, after all that was the prefferable option.

Old Twilight might have brought the feeling up, considered her feelings for both Cheerilee and Luna, and just maybe think about how cruel she was being to the two of them, going behind the back of a goddess who opened her cold guarded heart for her perhaps was not the smartest idea.

On the other hoof, cheating on the sweet loving school teacher who held nothing but kindness and warmth was just plain evil.

Old Twilight would have thought about how she was dating a sweet cute and wonderful Angel; as well as dating the Devil herself.

But this wasn't old Twilight, this was new Twilight, and new Twilight did what new Twilight wanted to do, new Twilight didn't worry about silly stuff like 'emotional warnings' or 'conflicting priorities'. New Twilight was a self willed mare who pursued her desires and didn't let anypony stand in her way of her goals.

But new Twilight wasn't cruel or heartless(from her perspective anyway) she still held love for both Luna and Cheerilee and when ever she saw one or the other she gave them her full attention and devotion;

over the past two weeks, Twilight had been spending about 40% of the time training with Luna. 50% dating Cheerilee, and 10% relaxing/sleeping which with the ten demons empowering her body, was all she really needed, she even found that she didn't get thirsty or hungry anymore; she couldn't remember the last time she ate or drank anything(save for dates with Cheerilee and blood with Luna)

"well that's what happens when you don't keep your guard up!" Twilight chirped in a happy foalish tone that she knew Cheerilee loved.

Cheerilee gave out a good natured smile while patting Twilight's head. "you're so precious Twilight" her eyes glazed over in dreamy affection for a moment before returning to normal "are you ready?" she asked in a perky voice.

"you know it!" Twilight cried as she rushed back in to grab everything the two would be needing for their picnic.

After some rumaging and a farewell to Spike, the two mares took a nice trot through the city; but as they did so, Twilight had her tail entertwined with Cheerilee's causing the Teacher to blush and shift a little away from her fillyfriend.

Twilight gave a pout before snatching Cheerilee's tail back up with her own, almost violently so.

"T-Twilight that hurts!" the Teacher whispered fervently.

Twilight quirked an eye brow "well, don't try to keep me away from what I want then" she responded with a mischiveous grin.

Cheerilee worriedly looked around the town at the various ponies they passed, some giving them odd looks.

"Twilight please! I-I have a reputation to maintain!" she looked pleadingly to the Unicorn who then groaned while rolling her eyes before letting Cheerilee's tail go.

Though most of Equestria had moved on with the times, and given the ratio of mares to stallions, and was more or less 'accepting' of same sex relationships particularly among females; Ponyvile was still very old fashioned and did _not_ take kindly to fillyfooling.

Cheerilee had expressed her concern over parents discovering her orientation and their reactions to letting her teach their children at the school, the scandal could ruin her career.

Twilight grumbled to herself about 'not being able to show her affection' to which Cheerilee's ears flattened "please unders-" "oh I understand! this town is just filled with a bunch of bumpkin conservative idiots that's all"

Cheerilee blanched "Twilight!" she exclaimed in disbelief.

Twilight looked at her puzzled "what?"

"what do you mean 'what'? that's a horrible thing to say!" she chastized.

Twilight smiled impishly, "oh am I a bad filly miss Cheerilee? are you gonna disciplin me?" she said innocently with batting eyes.

Cheerilee shuddered as a soft moan of arousal rushed throgh her befoer she snapped out of it and shook her hoof in the air "don't change the subject!" she cried angrilly.

Twilight giggled "ok, i'm just having some fun with you. It's not my fault everypony in this town can't get over their outdated prejudice."

Cheerilee sighed, they had had this conversation more than once in the past; "I know, it's just... I don't want to have to choose between my dream job and you." her eyes cast down melancholy.

Twilight gave her an affectionate nuzzle, "I know, don't worry about it.".

The rest of the journey was quiet enough, Cheerilee waved to various parents she knew and Twilight said hello to Rainbow Dash and Fluttershy who seemed to be on their own date as they passed by Twilight thought somewhat bitterly to herself: 'they aren't afraid of showing their love...'

Eventually the two made to their picnic spot as they sat down and layed out a blanket with some provisions.

"so how has work been?" Twilight struck up casual conversation.

Cheerilee put a hoof to her maw as she pondered, "Finals are coming up so it's been a tad hectic but other than that it's wonderful! oh and Scootaloo had to be sent home a few days ago." she said with a chuckle.

Twilight tilted her head, "did she get into a fight?" she inquired.

Cheerilee sighed with a smile "Diamond and Silver were picking on her and her friends again, I suppose they pushed to far, Scootaloo roughed them up pretty badly; they needed a trip to the hospital." she replied while trying hard to conceal her amusement, she'd even minimized Scootaloo's punishment to a few days of suspention.

Twilight laughed "I'm guessing you don't like those two hm?" she hit dead center.

Cheerilee looked away in shame, "they're so rude in class and they bully everypony! oh! yes fine! I took a bit of satisfaction in Scootaloo teaching them a lesson in manners is that so wrong?" she looked pleadingly at Twilight.

The Unicorn laughed "why would it? Scootaloo was sick of being weak so she took a stand proved her strength over them, I'm proud of her." she said matter of factly.

Cheerilee's face turned to one of concern as her head drew back slightly and she blinked "... well, not um, quite the reaction I was expecting..." she said softly.

This had been going on for a week and a half, every day Twilight seemed to be 'changing' it was as if she was growing distant from the sweet kind mare Cheerilee had bumped into in the library all those years ago.

"Twilight, are you sure you're... ok?" Cheerilee asked.

Twilight turned to the Teacher "yeeees... why wouldn't I be?" she asked now suspicious of Cheerilee's question.

Cheerilee shook her head "oh! it's um, never mind it's nothing hahaha..." she waved her hoof in the air nervously.

Twilight shrugged indifferently.

minutes of boredome for Twilight and awkward silence for Cheerilee passed...

"HI GUUUYYSSSS!" Pinkie popped out of Celestia knows where.

"hey Pinkie!" Twilight greeted merily, "hi Twilight!" "hi Pinkie Pie!" "hi Twilight!" "hi Pinkie Pie!" "hi Twilight!" "hi Pinkie Pie!" "hi Twilight!" "hi Pinkie Pie!" "hi Twilight!" "hi Pinkie Pie!" "hi Twilight!"

"STOP THE MADNESS!" Cheerilee screemed as she held her ears down.

Twilight laughed "neverrrrr!" she cried foalishly as she assulted Cheerilee with forehooves tickling all of her weak spots.

"nooo ahahahaha! T-twilight s-stop! aahahahaha!" Cheerilee beged with tears in her eyes.

"oooh fun!" Pinkie cried as she hopped into the pony pile, all three mares now tickling one another.

All in all it was a semi-successful date that ended with Twilight entering her home and inviting Cheerilee in.

"oh I don't know Twilight, I'm pretty busy with papers and gra-woah!" the Earth Pony was cut off from her speech as Twilight yanked her inside with her telkinesis. *original song: Black magic Woman by Santana(I think)*

"T-twilight!" Cheerilee cired.

"oh you adorable thing you..." Twilight smiled devilishly as she shut the door behind Cheerilee, "Spike's going to be at Rarity's all day you know..." she leaned in close to the Teacher until the Earth Pony was backed up against the door with a panicked look on her face "u-u-uh um T-twi-mmmph!" her protest was cut off by a passionate kiss from Twilight, so far they had only done some heavy petting, erotic massages, and hoof jobs but never anything as serious as actual sex and even still Cheerilee was shy about the light stuff.

*_got a black magic maarrrre, got a black magic maaare._*

Cheerilee's futile protests weakened into whimpers as Twilight's tongue violated her mouth with erotic minstrations, her eyes went half lidded as Twilight's horn began to glow; a warmth filled Cheerilee's body with aphrodisiac pheramones.

*_I've got a black magic maaare, got me so blind I can't seee... that she's a black magic maaare tryin' ta make a devil outta me._*

Twilight turned and flicked her tail flirtatiously in Cheerilee's face and leaving little to the imagination when it came to the revealance of her plot.

Cheerilie's mind muddled, she followed the mare like a drunk zombie to Twilight's room.

*_don't turn your back me foallll, don't turn your back on me foooaal, yes! don't turn your back on me foaaal, start messin' round with your tricksssss... don't turn your back on me foaaaalll, you just might pick up my magic stixxxxxx_*

When they reached the Unicorn's private room, Twilight denied Cheerilee access with a fiendish grin earning her a whimper; with a flash of teleportation, Cheerilee was allowed back in to find Twilight up on her bed in the main foyer.

When she arrived, she saw Twilight laying on her back with her hind legs spread and her forehooves curled on her chest innocently, her hind legs wearing purple socks and a cute skimpy school filly outfit on(skirt fliped up to reveal her flower to the world) and her eyes adorned with large rimless circular glasses.

"hi miss Cheerilee! what are you gonna teach me today?!" Twilight called out in the most fillyish voice she could manage.

"..." Cheerilee pounced Twilight with a heavy blush and ragged breath, swaping her legs to intermingle with Twilight's allowing thier marehoods to touch.

*_got your spell on me fooaaaaallll, got your speelll on me foooaaalll_*

Cheerilee grinded her dripping cunt in circles around Twilight's causing them both to moan out, only for Twilight's voice to be cut off as Cheerilee closed her mouth around the Unicorn's and sucked her tongue into her mouth.

Their grinding and sliding of their lips over one another increased dramatically in tempo as they neared their perspective climaxes.

*_yes! you got your spell on me foaaalll, turnin' my heart into stone, I neeeed you so baad magic mare I can't leave you aloone_*

Their clits met and mashed agasint one another as their secreting folds suckled and devoured oneanother, their eyes shut tight and faces flushed with pleasure until it was too much to take.

A blast of cum awoke both of them from their enthralled states, dripping upon the sheets beneath them.

Spike stood at the top of the stairs to Twilight's main foyer with his eyes wide "...I'll just... ask you later..." his voice fell on deaf ears, his question that he'd thought up on his way home from Rarity's having finished helping her early had been completely forgotten at the sigh that now burned into his retinae.

After calmly walking out of Twilight's room and exiting down to the main library he intook a deep steady breath, "MY EEEEYYYEEEEESSSSS!" he clutched his closed lids and fell to the ground rolling back and forth "I NEEED BLEEEAACH, GASOLINE, AND FIRE!"

the evening waned on into night, Twilight and Cheerilee didn't even bother to get up for dinner, the comfort of their cuddling and the wondrous afterglow of their lovemaking left them happilly snuggling under the blankets and before they knew it, they were out like a light...

Or atleast Cheerilee was, Twilight on the other hoof couldn't sleep, she hadn't been able to sleep for quite a while. "oh well..." she brushed it off as her mind slipped into astral projection, her body of line surfing along the etheral currents until she found the astral chat room with her friends Skyhaven and Juniper, "there you are! yes now we have a chance of survivng!" Skyhaven cried out.

Twilight chuckled, "ok so what campaign are we doing?" she inquired.

"drake lance!" Juniper cried out cheerily.

Twilight nodded as she passed through the many etheral character sheets she'd created until she found her drake lance Assassin, "got it!"

with a flash of light the three entered the campaign.

Twilight stood as the party's Assassin to the right with three Wizards to her left, one was Juniper a black robed, another was Skyhaven a red robed, another was the DM a white robed, and past them was a large strong barbarian.

"ready?" the White Robe asked.

nods all around showed everyponie's aggreement and with that, they came close to a stone wall with a secret entrance, unfortunately that entrance was guarded with powerful magicks.

the White Robe knew what they needed, he turned to Twilight, "do you still have the gems from Qualinestalin?"

Twilight nodded and handed them over.

The White Robe placed the gems into a socket before casting continual light on them before entering the small hole and forming ranks in a V shaped file line with the Assassin and the Barbarian on the edges and the mages in the center.

After traveling for about 5 minutes, they came accross a giant slug that slithered its way accross their path leaving a trail of acitic slime in its wake.

"... ok..." Twilight remarked.

"ooh ooh! I got it, I got it!" Juniper cried as she aimed her hoof at a wall to their side "we'll make our own path!" "what?! NO!"

Fire ball!

BOOM!

the entire party lay mangled on the ground, mere crisps of their former selves.

"ugghhhh... that... did not... go... acording.. to plan..." Juniper coughed.

"you... don't... derserve... magick... ugghhhh" Skyhaven drawled out.

"oh look... a... path..." Twilight observed through a soot filled breath.

"s-suck... it... ugh" Juniper passed out.

and through that path came a banshee "oh come on!" the Barbarian cried as the banshee blew all of their heads up with its shriek.

"WELL THAT SUCKED!" Skyhaven shouted as her, Juniper, and Twilight all floated above the chat room, "I can't help but feel that this is somewhat my fault..." Juniper commented earning death glares from Twilight and Skyhaven.

Said Skyhaven latched onto Juniper and shook her "YOU'RE A HORRIBLE MAGICK USER! YOU SHOULD KNOW THE BLAST RADIUS OF A FREAKING FIRE BALL YOU NOOOOOOB!"

Twilight shook her head haphazardly before returning to her body.

XXXXX

a few days later, Twilight teleported to the Canterlot Palace, and there she came face to face with Celesita "oh Princess!" Twilight beamed and gave a bow.

"good day Twilight, how are you this fine morning?" Celestia asked in her motherly voice.

"wonderful! Luna's been teaching me so much and I've been perfecting so many spells that used to give me trouble it's wonderful!" Twilight replied giddily, she still knew how to act innocent when it amused her.

"well that's wonderful to hear" Celestia smiled, "why don't you join Luna and I for lunch?" the goddess suggested.

Twilight nodded vibrantly as the two of them made their way to the dining hall and came face to face with Luna.

"good day Tia, and to thee as well Twilight." she greeted.

Twilight and Celestia both greeted her in kind before the three of them collectively sat down at the main dining hall to eat.

"so, what is on the agenda for today?" Celestia asked as servants came in and set up a mouth watering feast.

Luna looked at Twilight with a knowing smile "oh, some rudementary practice alongside arcane cataloguing." Luna answered plainly.

Twilight blushed as she bit her lip and looked down with shut tight excited eyes.

Celestia looked between the two of them with a raised brow "...very well..." then with a shake of her head she began eating.

Luna licked her lips as she prepared for her coming meal, and not the one on her plate...

XXXXX

"mmmmpphh~!" as soon as Twilight and Luna were inside the Princess' chambers, she closed the door and lifted Twilight up to her face, the Unicorn's hind legs latched on under Luna's forelegs while the Unicorn's own forelegs hugged Luna's head, their lips glued together as they raptured eachother's mouthes with their tongues.

Luna trotted over to her large blue bed and hopped atop it, Twilight's tongue fought valiantly but Luna's was too strong and too experienced, the swirling muscles danced to Luna's choice of tempo as drool seeped down passed the corners of Twilight's mouth.

the two of them mussed eachother's manes with their forehooves and in the end they made out in a sloppy sexy intense conflict of passion.

When they finally separated, both mares were panting heavilly with flushed faces and a long silvery strand of saliva connecting their mouthes.

Luna licked her lips as she turned back to her private chamber, opened it with her magick, and brought in a yellow coated mare with a white and blue mane flailing her hooves helplessly as she was brought to to the bed, a ball gag in her mouth.

"mmmmph!" she struggled uselessly against the bindings.

Luna and Twilight both smiled as their blood magick brought to them vampiric qualities.

the helpless mare's eyes snapped from one assulter to the other and back as the fangs tore into her flesh, she tried to screem. All that came out were muffled whines.

Twilight's magick activated a sono crystal close by starting up some gothic metal music *original song: why won't you die? Queen of the Damned OST*

*_you fell awaaay, what more can I say? the feeling's evolved, I won't let it ooouuutt!_*

the two of them felt the mare's blood rush through into their mouthes, a euphoric ecstacy of sexual pleasure tore at their marehoods as raw life force flowed into their bodies.

The mare struggled and tried to kick her assulter's off, she managed to litterally tear herself away from them and scramble off the bed, chunks of her flesh within Luna and Twilight's mouthes.

Luna laughed as the mare tried to crawl away only for her and Twilight to pounce on her like starving predators.

*_I can't replaace, your screeeming face... feeeling the sickness insiiiiide..._*

their fangs ripped into her over and over, drinking from one area only to pull away and sink their fangs into another, the mare's blood spilled accross the floor

*_WHY WON'T YOU DIIIIIEEEE?! YOU'RE BLOOD IN MIIIIIINEEEE! WE'LL BE FIIIIIIIIIIIIINNNEEEEEE! THEN YOUR BODY, WILL BE MIIIIIINNNENEEEeeeee..._*

Tears streamed down the mare's face, Twilight began grinding her crotch into the pony's side while Luna used their meal's hind leg as a clopping toy.

Adrenalin, disgust, and fear were the only things keeping the mare alive through the trauma her body was being forced through, she fought, wrestled, and squirmed away with a trail of blood from her multiple wounds behind her.

*_so many wooords, can't describe my face... this feeling's evolved, so soon to break oouuut! I can't relate... to a happy state... feeeling the bloood run inssiiiiiiide_*

Luna lunged at the mare from behind and jabbed her forehoof inside the pony's entrance, ripping it open; blood seeped down her plot onto the floor, the mare shrieked through the gag.

Twilight slunked over, hickuping as if drunk and was guided by Luna to their toy's bloody ripped entrance, without hesitation she latched on like a leach, draining the blood into her throat.

*_WHY WON'T YOU DIIIIEEE?! YOUUUURR BLOOD IN MIIIIIINE, WE'LL BE, FIIIIIINEEE! THEN YOUR BODY WILL BE, MIIIIINNNNNEEEE!_*

Luna chomped down on the mare's neck and from both ends, the two Witches drained the mare dry.

Outside the room, Luna's night guards stood biting their lips, trying to ignore the muffled screems and strained cries for help.

Twilight's head popped up with blood coating her mouth, she was treated with the sight of Luna on her back, hind legs spread open and cunt driping with anticipation, the coperish smell of blood mixed with the night goddess' aphrodisiac and drove the mare wild, she crawled forward and first sunk her fangs into the dead mare beneath them which they were now using as a bed, and took a mouthfull of blood.

Twilight then locked her mouth into Luna's folds and foced some of the blood into her snatch before slathering her tongue all over the edges and within.

*_why is everything so bucking ooffa me? keep me down to what you think, I should be! must you tempt me and prooovoke the minissssstry? keep on trying I'm not done so easilly! (I will not diiiiieeeee!)_*

Twilight's lips engulphed Luna's lower ones and suckled on the entirety of her cunt, slober, juices, and blood oozed out around the corners of her mouth and down her lower lips; the orgasmic flavor of blood mixing with Luna's personal juices, an explosion of ammazing flavor ravaged her mind.

*_why is every-thing so bu-cking offa me?(I will not diiieeeee!) why is every-thing so bu-cking oofaa meeeeeeeeeeeeee?( I will not diiieee!)_*

Twilight's tongue laped up past her upper lips and slashed Luna's clit before diving back down to penatrate her folds, the entire time Luna shuddered with pleasure.

The Unicorn's ministrations soon had her entire maw, neck, and torso slathered with blood, drool, and Luna's secretion.

Without warning, Luna blasted her orgasm into Twilight's mouth, a mixture of cum and blood rushed into the Unicorn's waiting maw and she swallowed every last drop of the criminally delicious concoction.

Just as Twilight pulled her face away with a half lidded smile, her face connected to Luna's snatch by a slimy cord of crimson spit, Luna telekinetically drew the dead mare's blood into her mouth before pulling Twilight up to her chest and drew her mouth over Twilight's horn.

Twilight's eyes rolled into the back of her head as the night goddess' mouth enveloped her most sensitive apendage, in her aroused state, her horn's nerves acted for all intensive purposes as a phallus.

Luna's tongue swirled around Twilight's horn, her tongue flicking around the ridges, her lips lubricated by the blood slipped down the horn to the base, then slowly almost tauntingly rose to the tip while her tongue licked around the edges of the tip.

Twilight's mouth hung open with drool pouring out of her lips and blood oozing from her fangs, eyes half lidded.

*_whyyy won't you diiieeeee?! YOUR BLOOOD IN MIIIINEEEEEE! WE'LL BEE FIIIIINNNEEEEEE! THEN YOUR BODY, WILL BE MIIIIIINNNNNEEE! WHY WON'T YOU DIIEEEEE! YOUR BLOOOD IN MIIIINE!_*

Luna continued to filate Twilight, servicing with a masterful mouth, long licks from the base of her horn to the tip, gentle rubs with the blunt sides of her fangs, and finally she went in for the kill and deep throated the Unicorn.

*_WEEEE'LLL BE, FIIIINEEEE! THEN YOUR BODY WILLLL BE MIIIINNNNNEEEEE!_...*

Luna's lips touched the top of Twilight's throat as the Unicorn's horn was hilted inside of Luna's mouth. The Alicorn twisted her head clock and counterclock wise on Twilight's horn, her tongue pressing against and wrapping around the edges as it mashed the horn in methodical circles.

Twilight's hind hooves twitched "unnnhh..." Luna went in for the kill and bobbed her head up and down with inequine speed.

"uuuuuuuUUUUGGGHHHHH!" a spasm and a gyser of thick goo pumped into Luna's mouth, most of it straight down her throat, the excess drizzled out from the corners of her mouth and down Twilight's head before evaporating into a snowy crystaline white ash that floated into the air before dissappating into nothing.

Twilight squirmed as two more spurts of her climax filled Luna's waiting maw.

The Unicorn's eyes went thre quarters closed as her open mouth curved into a stupid satisfyed smile.

Luna removed her mouth from Twilight's magic harmonizer leaving a strand of saliva connecting her maw to the slick shining horn.

Luna lay her head back and siged contently as Twilight rested on the Alicorn's torso with her face turned to the side and confortably yawned.

The two of them rested on the now cold corpse of the dead bare beneath Luna for perhaps an hour, perhaps more.

After some time the two of them awoke and stretched, cracking bone and smacking lips.

Twilight drowzilly crawled off of the Alicorn as Luna stood up and cracked her neck.

"well, that was most certainly fun." Luna commented idly as she trotted into her private chamber, "coming?" she said tantanizingly.

Twilight giggled and followed suit, the corpse lying in the pool of blood completely forgotten.

"so what are we going to study today?" Twilight asked.

Luna smiled and turned to face the Unicorn and spoke a single word, "Necromancy".

XXXXX

two months later, Twilight was studying within her library, she'd so far mastered blood magick and lunarkinesis; and as for necromancy? well...

Spike poked her in the side.

"yes Spike?"

"um Twilight, the uh, 'guests' in the basement are making noises again" Spike said nervously.

Twilight groaned "alriiiight..." the Unicorn teleported into her technology filled basement.

Looking around she saw various undead that she'd raised from the Ponyville graveyard, some were zombies, others were skelatons, and some were of a completely different species.

At the moment Twilight was focusing most reanimated corpses, essentially zombies, studdying their anatomy, the rate at which they decayed, and the corrisponding strengths and weaknesses of their physical bodies alongside their metaphysical resistance to certain magicks.

There were ofcourse various other forms of undeat that she had raised, save for one she was rather interested in creating... but only recently had she felt comfortable enough in her understanding of the spell to cast it.

There was only one problem...

She needed a fresh corpse.

"TWILIGHT!" Spike banged on the door to the basement, there was ofcourse no way she could hide her 'studies' from Spike but she knew he wouldn't talk, she knew he wouldn't do a single thing about it, why?

Because she was alllll he had.

"what Spike?" Twilight rushed up the stairs and opened the door, her reasearch would need to wait for a moment.

"Trixie's back! and she's causing all kinds of trouble around Ponyville!" the dragon cried.

Twilight groaned "ugh, what does _she_ want? I don't have time for this..." the Unicorn angrilly made her way out the door and marched down the street to find Trixie casting random spell on Ponyville's structures and its denizens.

"ah! Twilight there you are! at last it i-" "what are you doing here, I things to be doing" Twilight cut Trixie off.

Trixie blanched "h-how DARE you!" her eyes flashed with the magick of her Alicorn amulet.

Twilight groaned then turned her head back to look at Trixie "look, I have serious business to attend to and I don't have time to play around with you got it? Why don't go practice your useless party tricks at somepony's birthday or something?" and with that she trotted off.

half the town gasped, Rainbow and Applejack beamed with pride.

Trixie on the other hoof had her mouth ajar, and an eye with an insistant twitching problem.

"Gwah! uh! gr! gah! krrgk!" Trixie boiled with anger, to say that she looked like she would explode would be a severe understatement.

Twilight barely made it a few hooves before a bolt of malevolant energy struck her from behind.

Everypony gasped.

Twilight blinked, then turned around, "what was that, a cantrips?" she asked mockingly.

Trixie's eyes widened, that had been a very high level lightning bolt augmented by the Alicorn amulet, Twilight should have been ashes, yet she merely stood their without even a scratch! and the freakiest part was... Trixie hadn't seen a even the slightest hint of a miagickal shield.

"what... th-that isn't possible!" Trixie shook her head in disbelief, "no, no it had to be a trick! Trixie will not fall for your simacrulams!" she roared as her horn glowed to life drawing on the dark magick of the amulet.

Twilight looked skyward while shaking her head "ugh! what do you want?!"

"a duel! to decide once and for all who is the truely supreme Uni-" "ready set go!" Twilight cut in before launching ten magick missiles that all slammed into Trixie without error.

"AAIIIIIEEE!" Trixie crashed into the ground, the Amulet begining to regenerate her wounds, she stood up shakilly as she shook her head, luckilly her knowledge magick had managed to help her minimize the damage.

"how dare you Twilight Sparkle! Trixie knew you were beneath her, but to stoop to subterfuge! EEP!" Trixie just barely dodged a series of minute meteorites cast from Twilight's hoof.

"well you wanted a duel so you better start defending youself!" Twilight laughed, "or are you still just a sad little wanna be magician?" she taunted.

Rarity nudged close to Pinkie Pie "is it me or does it seem like Twilight is well, not quite being heself?" she asked worriedly.

Pinkie Pie 'hmmed' with a hoof on her chin as she pondered that pinkie pie pondering face of hers.

As for the rest of the village, they were cheering Twilight on with each deadly spell she launched at Trixie.

Eventually the blue mare reagained her senses and retaliated with her own magicks, every single one either dissipated upon hitting Twilight, or they did hardly any damage whatsoever; even as a fireball exploded in Twilight's face, she hardly carried so much as irritated skin to show for it.

within a few minutes, Trixie was panting 'how is this possible!? even with the amulet Trixie is still no match against Twilight!'

The blue Unicorn had to do something soon, she knew it was a bad idea but... steeling her will, she opened her mind completely to the dark power of the amulet.

a burst of dark power exploded from her body as she rose into the air; but her show of sudden power was cut short as dark tendrils rose from a summoning glyph upon the ground and entangled her.

Trixie's shielding immediately rose to protect her but they were hardly any consolation against the monstrous force with which they crushed.

Twilight was getting tired of playing around, calling forth the will of one of her demons, she channeled its essence through the tendrils capturing Trixie.

The blue mare's might began to wane even as her horn glowed, fueled by the the amulet's unnatural power. "how is this possible! nothing is stronger than this amulet! NOTHING!" she screemed as sweat trailed down her features, her power fighting with all its might.

and then she saw it, through the swirling mass of tendrils surrounding her shield, she saw a face.

she saw the true, unhidden, non altered, true face of a demon with no illusions to hide behind; a face not meant for mortal eyes to see.

She screemed.

The citizens of Ponyville looked to one another with concern, wondering if perhaps Twilight may have gone a little too far in teaching Trixie a lesson.

The tendrils then emploded, a sickening crack sounded throughout the town.

Silence fell.

Trixies crushed body plummeted to the ground.

At first ponies blinked, expecting the mare to perhaps pull a Pinkie Pie and flatten like a pancake only to pop back up with spinning eyes.

But that didn't happen, Trixie lay there in the middle of the street unmoving.

Dead.

After what felt like hours, somepony screemed. This was happening, this was _really_ happening. A dead body lay in the streets of Ponyville, such an inconcevable concept yet no matter how ridiculous they placated it as, the simple fact remained that somepony had been killed right infront of their eyes.

It was as if a shroud of naívity and innocence had been ripped away from their eyes, the foalish world filled with kindness, love, friendship, and all the pastel vibrance of a cartoon had been completely shattered; their peacefull and pure hearted world molested into a depravity of cold hard realization.

This was the world in all its glory.

This was reality.

This was death by murder.

Twilight shrugged as if to say 'well, now that that's over...' and turned around to head back to her treehouse library.

Everypony's eyes followered her simple trotting, moving on in a relaxed gait as if she'd just got done swatting a fly.

"T-twilight?" Applejack asked nervously.

Twilight turned to her curioulsy "yes?" she asked casually.

Applejack for the first time in her life felt terrified, truly and utterly afraid, this monster infront of her had so casually taken the life of another and yet could look at a pony who'd whitnessed it with calm relaxed eyes.

"...w-who _are_ you?" She asked horrified.

Twilight blinked "I have no idea what you mean Applejack, I think you've been working too hard." and with that, she trotted off towards the library with a shaking Spike close behind.

The entirety of Ponyville's residents remained silent as a crypt.

Save for a small tear filled whisper from a certain Earth Pony Teacher, "Twilight..."

XXXXX

the next two days went by... well they were different.

Twilight moved through the town on a simple trot, just a jog around the town sounded nice right about now.

But as she traversed the town, she noticed that not a single pony was in sight, the shops were all closed, but as she passed them she could have sworn that she saw faces pressed against the glass only to pull away and shut the shades or blinds when she passed.

"what's up with everypony?" Twilight thought aloud, but in the end she merely shrugged it off, she had more important things to worry about right now, like a fresh corpse for the new type of undead she had yet to raise.

And she knew just where to get one.

The ponies of Ponyville had had the decency to give Trixie a proper burial much to Twilight's luck.

The Unicorn arrived in the graveyard, placed a small orb of light with her horn into the grave marked with a tiny headstone, and then trotted back to the library.

With that little mark spell, she'd be able to simply teleport Trixie directly into her basement, a rather nifty spell she'd come up with that cut grave robbing out of the equation.

Once she'd arrived back at her library, Twilight turned to enter her basement when a knock at the door stopped her.

The Unicorn turned and opened the door to be greeted with Cheerilee's les than cheerful face.

"...Twilight... we need to talk..." the Teacher trotted passed the Wizard without invitation and stood still in the middle of the room.

Twilight shut the door, "something wrong?"

"... you murdered her... killed her right infront of everypony and didn't even flinch..."

Twilight blinked "and?"

Cheerilee whiped around with a dropped mouth and a look of outrage and disgust, "how can you say that! what is wrong with you Twilight? ever since a month or so ago you've been getting stranger and stranger, you even... it started back when I... does this have something to do with 'us'?" Cheerilee asked slightly afraid of the answer.

Twilight cackled a laugh, "no it has nothing to do with you, it's just a new philosophy, magic is closely tied with a Wizard's ideal of 'pathes' in life and with my recent advancements in magick, I've merely adopted a new school of thought." she stated as if from a manuscript.

Cheerilee furrowed her brows, "and just what praytell would this school be?"

Twilight looked back at her and smiled fiendishly, "I get what I want when I want and I don't let anypony or anything stop me, I further my own persuit of knowledge, power, magick, and pleasure, my desires however small or big are my goals; to be strong is to be perfect, to be weak is a sin, those who are weak should not be pitied or have effort wasted upon, they merely exist to be exploited or tossed aside by the powerful. Power is beauty, to further one's own ends by whatever means necessary is both smart and righteous."

Cheerilee's eyes went hollow as she slowly backed away, "you just recieted word for word the philosophy of chaotic evil..." she said in a strained voice.

Twilight tilted her head "really? hmm... huh, your right." the mage shrugged before trotting to the kitchen, "do you want some tea?"

Cheerilee's breath quickened as shock and mental trauma began to over take her "w-who _are_ you?" she stuttered out between shaky breaths.

Twilight turned around and blinked, "you know that's funny, Applejack asked that same question two days ago... hmm..." her eyes narrowed suspiciously.

Fear began to well up in Cheerilee's heart, her instincts suddenly screeming at her to run, just run as fast as her hooves would carry her.

Cheerilee took a few deep breaths and tilted her head down as her body relaxed "... I need to go..." she said quietly.

Twilight did a double take "but you only just arrived! sit, we could have lunch together, it'll be nice, I insist" her voice almost sounded peverse to the Earth Pony's ears.

Cheerilee's lip quivered slightly "o-oh no, that's kind but... I have um, work and what not to do so..." she turned to leave.

Twilight sighed "well that's too bad" but as she turned, a voice spoke in her ear *she's lying*

"... oh Cheerilee..."

the Teacher froze, the tone of Twilight's voice made her blood run cold.

Cheerilee's head robotically ticked in a turn until it faced Twilight who stared darkly at her.

"you shouldn't lie to me, you should never lie to me."

TH-THMP-TH-THMP-TH-THMP-TH-THMP! Cheeriliee's heart raced in heavy adrenalin filled pounds.

what she couldn't see was Nightmare Sparkle's ethereal form squated next to Twilight, whispering in her ear as she read the Teacher's mind.

"uh... I um... don't know what you mean!" Cheerilee insisted.

Twilight took a few steps forward, prompting Cheerilee to backpedal until her rump touched the door.

The door was locked, funny, Cheerilee didn't even remember it closing...

The demon whispered more into Twilight's ear.

"you wouldn't be planning on trying to get a message to the Princess now would you?" the Unicorn was now only a few hoofsteps away from Cheerilee.

"I-wuh?! n-no!" 'how did she know?!' Cheerilee panicked mentally.

"now Cheerilee, this is all a secret that I'm trusting you with," Twilight began in a similar voice to one a parent would use on their foal, "and I hope that you can keep quiet about it, I can trust you can't I?" Now she was mere inches away from Cheerilee's face.

Cheerilee shook with terror, 'i-is she going to kill me? oh gods what do I do?! I have to get ou! but how?'

"Cheerilee!" the Teacher jumped. Twilight patted her head, "I'm appauled that you would think such a thing!" the Unicorn's eyes turned gentle and loving "I would never hurt you" she drew the mare into a tight embrace, "you're far too precious to me." she finished.

Cheerilee cringed, her skin crawled at the feel of Twilight's unusually cold body against her own.

Cheerilee's mind panicked, adrenalin, fear, and the instincual drive for survival took over as she shoved Twilight off of her and spun around for the door, but no matter how much it rattled, the door refused to open.

"Cheerilee..." Twilight said with a hurt expression.

The Teacher whipped around and stood up on her hind legs as she pressed her back against the door "d-d-don't come n-near me!"

Twilight stood up and approached the Earth Pony "Cheerilee, that hurts, why would you say such a thing?" as she reached a forehoof out, Cheerilee darted to the side.

"DON'T TOUCH ME!"

"Cheerilee... you're beginning to piss me off..." Twilight said in a threatening tone as she approached the Teacher yet again, "I won't hurt you. However, I'm not adverse to 'altering' your mind if I need to."

Cheerilee backpedalded until she fell on her rump "w-what?!" she asked horrified of the answer.

Twilight smiled a twisted smile as she replied, "well, I _have_ recently mastered the Illusion school, it would be fairly simple to completely change a Ponie's personality or even strip away their free will."

Cheeriliee's eyes widened while her pupils and irises became pinrpicks.

"oh relax, I'd never do something like that to you," Twilight finally reached Cheerilee and held her in place with telekinesis as she ran a hoof along her face, "but I don't have to do I? Id't be so much simpler and easier to merely erase a bit of your memory now wouldn't it?"

"y-you wouldn't..."

"I think you've been working too hard Cheerilee, you need to take a little nap" and with that, a sleep spell nocked Cheerilee out cold.

XXXXX

Spike finally returned from his walk, he'd planned on visiting Rarity today but couldn't find her anywhere, or anypony else for that matter, entering the Ponyville library, he ran into Twilight "oh hey Twilight!" he called out.

"Spike? aren't you back a bit early?" she asked.

"actually Rarity wasn't there, kinda strange actually. She doesn't usually close down for anything, but anyway; the whole town looks empty, it's creepy!" Spike replied.

Twilight brought a hoof to her chin "hmm... I experienced the same thing earlier. Maybe there's a town meeting or something?"

Spike shrugged.

"hm... oh well, I'm going to do some work downstairs so you can catalogue the library if you want, or you can relax for the rest of the day. Oh and Cheerilee's taking a nap upstairs so don't bother her." Twilight finished.

Spike gave a salute before heading to the kitchen to search for some gems.

Twilight gave an affectionate chuckle as she watched the dragon go before heading downstairs, she had a certain blue mare to preform advanced necromancy on...

Spike was sifting through cupboards when a knock sounded at the Library door, the dragonling quickly rushed to answer it and came face to maw with Sapphire Shores.

"oh hiya! haven't seen you for a long time, oh and do you know what's going on with everypony?" Spike inquired.

Sapphire gave a nervous shifty eyed glance "oh um, good to see you too Spike, I-I was just searching for, um, a book!" the religious mare mare stammerd out.

Spike cocked an eye but shrugged it off "well, you came to the right place then, can I get you anything?"

Sapphire entered the dwelling, "oh um, some tea would be lovely." she said with a smile.

Spike gave a salute and dashed into the kitchen.

Sapphire looked around the room, trying to find some sort of incriminating evidence, everypony was huddled up in the town hall, rumors spread; small talk at first, but it eventually escallated into accusations, and accusations became unflattering labels.

Sapphire felt it her duty as a faithful believer of the gods to make sure that no murderer or dark cultist resided within this humble town.

As the mare searched around, she heard something come from the basement door. "hm?" turning, she could have sworn that she heard... scraping, like the edge of hooves running along a door.

trotting carefully and quietly as she could, she approached the door, the noises grew and soon she found her ears taking in the sounds of moaning, like that of somepony in pain.

Sapphire's blood pumped through her old veins, she lowered her eye down and peeked through the keyhole.

What she saw turned her stomach, rotting corpses stood on their hooves as they slowly bumped into the door, and there was something else behind them as well, something she couldn't see...

"_will you guys get back down here?_"

Sapphire heard the faint voice through the door, the zombies and skelaton ponies turned and headed back downstairs in a slow steady gait.

And it was then that she saw it, the creature behind the zombies, a creature who's very presence in this world was offensive, a... a... thing... a being that wasn't meant to exist within the confinds of the universe, something who's very image could not be comprehended by mortal eyes.

Sapphire went mad for a few seconds and bit by bit all that she was began to slip away, her mind fackturing on the fringe of obliteration.

"HEY!"

Sapphire leapt ten hooves into the air with a shriek before landing with her body turned around 180 degrees and facing Spike, her mind now once again becoming her own.

"o-oh S-spike!" she sputtered.

Spike blinked "um, sorry for scaring you but, the basement's off limits to guests, Twilight's orders."

"o-oh yes, o-ofcourse how silly of me! ahahaha..." The old mare began scooting herself towards the entrance door to the library.

Spike placed the tray he was carrying on a nearby table "well the tea is done, hey where ya going?" the dragon asked as he turned back to see Sapphire next to the main door while sweating beads.

"oh um, it's just that uh, I remembered that there was something I needed to do! bye!" and with that, she bolted out of the library whith a trail of smoke in her wake.

Spike blinked, "geeze what is going on in this town today?" shaking his head, he grabbed one of the tea cups and sipped at it.

XXXXX

Sapphire sprinted with all the speed her old legs would deliver and finally arrived inside town hall where everypony was gathered.

"Sapphire you're back!" Mayor Mare cried as the reiligious mare staggered and fell flat on her stomach.

"what happened? did you find anything?" somepony asked.

Sapphire slowly rose to her hooves, "yes... Twilight Sparkle... it's so much worse than we thought..." her mind raced back to the undead and the... thing... as her mind tried to proccess the visual memory, it flashed white with pain, she lurched over and vomited.

"woah!" Ponies backed up and gave her space.

"ughh..." Sapphire panted as she regained her composure "there... there is a sickness in this town... a sickness that must be purged..." her eyes looked up at everypony with fire burning in them, "there is a Witch amongst us!"

Everypony gasped.

"woah now hold on!" Applejack called as she stepped forward, "let's not all get our manes tied in a not here, there's no need ta do anythin' rash now." she tried to reason.

Sapphire glared at her, "you know how the old texts go, you ALL know!" her eyes narrowed " 'though shalt not suffer a Witch to live' " she quoted grimly.

voices murmered, accusations and cries of retribution spread among the scared citizens.

Applejack shook her head "Twilight ain't no Witch!"

Sapphire got in the farmer's face "and how would you know?!"

Applejack shoved her face right back in Sapphire's, "because Ah know Twilight, she's mah friend and ah trust her. And Ah sure as hay know her well enough to say without a shadow o' a doubt, that she ain't some hootin'tosh black magick usin' Witch!"

XXXXX

Twilight stood before an operating table with Trixie's mangled body laying atop it, though her body was slightly... aged, it wasn't so much so that this process wouldn't work; it seemed that the Alicorn amulet was still attatched to Trixie's body even though Twilight had attempted to remove it multiple times, she considered decapitating Trixie but after a second thought, decided the enchanted jewelry would look good on Trixie's new form.

"ok Twilight, here goes... Necromantic Rune, check. Incence, check. Presence of undead, check. Arcane focusing crystal, check. Blood bags, check... ok..." she drew in a deep breath before letting it all out in a big puff.

"here goes..."

What followed was a series on unholy and forbidden incantations, a flash of Twilight's magic, and the destruction of one of her demons, siphoning off it's beheaded essence into Trixie's corpse, and the necromantic rune glowing Twilight's violet color before twisting and levitating off the ground in which it was drawn upon.

Papers blew away, lightning cracked throughout the room and a blast of black light from Trixies body insued.

Everything suddenly stopped.

Quiet and calm.

Trixie's body twitched and spasmed, the shattered bones reformed, wounds healed, her body reconstructed into what it had originally been... and then it improved, her features became more curvy and full, her flesh became free of any and all blemishes.

And when it was all over, a strange sound occured, like that of ice in the proccess of freezing and cracking.

more silence was incured.

Then out of nowhere, Trixie sat up with a large inhale of breath folowed by a hissing exhale, her eyes now pitch black, no white area, no iris, no pupil, just completely and utterly a shiny black.

Twilight jumped with mirth "I did it!" giddyness and pride swelled up within, the thoughts of all the new experiments she could preform rushed through her mind alongside the realization of what a momentous achievement she'd just made.

A pat on Trixie's head was given by Twilight before she spoke "I did it... I made my first Vampie."

END OF CHAPTER!


	7. A Duel at Twilight

CHAPTER 7

A Duel at Twilight

-Beautiful life that once was pure, drawn by forbidden magic's dark allure.

Stars are drawn to the Moon's enthralling shadow, so too does Twilight meet Luna with a bow however shallow.

From Blood magic and Withcraft are the bodies burning, through a goddess' undeeded vex the war machine keeps turning.

Up on her throne sustained by dark ambitions, through rapture and shadow we give praise on two conditions.

Even as the malevolent Tartarus spawn ravage the land, we will love our goddess even with our bones ground to sand.

Give us guidance oh governess of demons, guidance and power will purchase our faith into the pool of heathens.

Grant us the simulacrum of happiness and love oh devil of the night, we will purge this world of the innocent foals who scorn your might.

Scion of the moon and paragon of beauty, love us with your corruption and cruelty.

Torture us as we hail your wrath and fear your cleric, your dark messiah and Element of Magic.

We are your army the foals of the night, we bring seasoned chaos and ruin to all in your avatar's sight.

We will rise at your priestess's call and rain down destruction, send unto us your violet Witch of death's construction.

Let it be known that rainbows and harmony shall never again soar, with the now dark Sparkle's word we will awaken with a roar.

Through waves of neccromantic corpses and demons we join the fight, in your name unholy matron we bow before Twilight.

Princess of the night and devil of the moon, at your sacrilegious presence we shall swoon.

And with the sorceress' choice we'll sing, Luna laughing spreads her wings.- Clerical chant of the Nightmare Priests, excerpt from _the secret book of Bemnal the Fallen_

Twilight yawned as she trotted alongside the forest line of Everfree.

It was here that she was searching for bodies.

The graveyard of Ponyville only contained so many corpses and after a while, Twilight found herself steadilly declining on her stock of bodies, and thusly she was here at the forest edge.

The initial idea was that perhaps some poor lost soul had wondered his or her way into the forest and come accros a dangerous animal or some such.

And indeed, as Twilight traversed the rough foiliage, she'd a few dead and decaying bodies along with some... not so decayed bodies...

Infact, quite a few of them looked to have been recently killed within the last few weeks, Twilight's large depth into Necromancy had taught her the proper stages of decay and which bodies were salvagable as zombies, and which would only serve as skeletons.

The long dead bodies ravaged by animals were bloated with puffed cheeks and swollen tongues jutting out of their mouthes, the more recent ones were... well, obliterated would certainly be a word one could use to describe it though not the most acurate.

"hmmm, methinks we have a murderer or two in Ponyville" the Witch mused.

Shrugging, Twilight continued along the path, placing magickal marks upon the dead bodies she came accross along the way which would be used to transport them via teleportation into the depths of her lab when she had concluded her search.

And then she came accross the most unlikely sight...

"...Dash?" Twilight blinked, she trotted forth uncertainly and sure enough, her cyan friend lay completely raptured at her hooves, cutie marks removed, several chunks of her bodie missing as if carved out like slices of meet; perhaps worst was her decapitated head laying next to the evicorated body.

Twilight stood sliently for a few moments before kneling next to her dead friend, "oh Dash..." she looked at the overly excessive damage.

A wave of sadness washed over Twilight, she may have become much more 'self furthering' in her recent training, but she still loved her friends dearly and this; this was _not_ OK.

"geeze... somepony really did a number on you Dash" Twilight breathed out, the stench of rot and death thick in the air from the decaying bodies, it didn't bother Twilight in the slightest; she'd grown much too accustomed to that smell.

Twilight frowned as dissappointment filled her, "I'm, I'm so sorry Dash but, well, you're too far damaged and decayed for..." Twilight's anger and frustration refused to quell themselves within the bile of her stomach, "for, for Vampirism. The only other option is zombification but that'll only bring back your body, not, n-not you're mind..." Twilight groaned a sigh of dissapointment as her furrowed brows relaxed.

One thing she'd learned in recent times was to accept that sometimes things just don't go the way we want them to.

"WAIT I GOT IT!" Twilight cried in jubilee as she plopped one for hoof into the other.

Looking down at her mutilated friend with ecstatic happiness she said, "don't worry Dash I have an idea, I don't know if it'll work considering I've never tried it before but hey, you never know until you give it a shot right?" she cradled the decapitated head in her forehooves, "don't worry Dash, everything will be just fine, you'll be back to normal before you know it, no, _better_ than normal!" the violet mare giggled excitedly as she placed the teleportation runes over Rainbow's body as well as the last few corpses in the woods.

XXXXX

"alright, alright, everypony please calm down!" Mayor Mare aserted as the senseless babble among Ponyville's denizens continued.

"now then, we must come to a decision on a course of action! What is to be done about Twilight Sparkle?"

"We should run her out of town!"

"no! we should burn her like the Witch she is!"

"What? that's insane, you can't just go around killing ponies!"

"She's not a pony, she's a Witch! Witches need to be put down like a diseased dog!"

"How can you say that?"

"It's either us or her! How long before she starts putting curses on all of us? Or turns us into toads! Or worse!"

"Oh please, that's stupid."

"What's worse than a toad?"

"I don't know, a Vampire?"

"Don't be stupid, there's no such thing as Vampires."

"I saw horrible monstrosities in there! Much worse than Vampires!"

"Will you shut up you bible thumbing hag?!"

"How dare you! Oh in my day ponies respected their elders."

"You're not an elder, you're a fosile!"

"Well I never!"

"Go suck a chode!"

"What's a chode?"

"Well, its a stallionhood that-"

"ENOUGH! How did the conversation even veer in this direction?"

"WE DON'T KNOW!"

"Well we have to do _something_..."

"Hmm, let it be decided by a vote, either we run Twilight out of town; or we resort to more excessive means."

"Those who wish for banishment, stand to my left, those who vote for execution, stand to the right."

XXXXX

Twilight cracked her neck as she stood before Dash's corpse, "don't worry Dash, I can do this, I think..." with a nervous deep breath, Twilight placed the remains of Dash's body along a surgical table, her mangled torso at its center with her head near the top.

Next, she removed all of Dash's coat and skin followed by flaying off all of her muscle until their was only a mutilated skeleton filled with various organs.

Carefully, Twilight removed the organs and placed them upon a few trays spread throughout the room.

Finally, she took Dash's untouched head and placed that on yet another tray.

Now she did the same to the various corpses she'd found along the forest floor and before she knew it, she had all of the tables, benches, and trays within her basement were littered with pony flesh, muscles and tendonds, organs, and bones.

"ok Dash... Let's start with the basics, skeletal structure, you're going to need a much biger heart to handle the jolt of electricity so..." Twilight trotted over to the bone section, "you'll need a larger frame..."

What followed was a methodical process of cutting up and sizing bones appropriate to the measurements she required, everything needed to be just _perfect_.

Anything to small and Dash's new body would collaps upon itself, anything to large and she'd have a troting problem.

Fixing the measurements up, Twilight reshaped the splits on the bones, matched it up with the remainder of Rainbow's skeleton, and fashioned in the necessary notches and sockets.

Within an hour or two, Twilight had completely reconstructed Dash's skeleton, albeit twice its original size.

Now Twilight grabbed hold of the various muscles, using most of Dash's but augmenting them with other pony muscles when required.

Soon Dash's entire back side was fixed with muscles secreted to the bones with a powerful adheasive.

Twilight began whistling a tune as she worked diligintly to rebuild her friend's mangled body.

After another hour, all of her organs were in place, from there it was a simple matter of attatching the rest of the musscles to hold them in place.

Once that was done, Twilight wiped the sweat off her brow, now came the hard part... reattatching the tendons and veins within the body, not to mention reattatching Rainbow's head...

Within another hour, Twilight huffed out her relief, Dash's head had provided quite a few problems but was for the most part OK.

And thank the gods that Dash's brain was fully in tact and not rotted.

Once Dash's brain was replaced and reconstructed, it came time for the skin.

"thread by thread, stitch by stitch, harmonanumbanum..." Twilight hummed to herself as she sewed up Dash's new flesh.

It was _not_ easy...

Afterwards, Twilight used a specially blended dye to make cyan the patches of skin she took from other ponies; a simple kindness, it would be a bit distressing to look down at one's self only to see a color pallete of multiple different hues and accents.

"and there we go!" Twilight said rather proud of herself, she wasn't sure how long the stitches would hold though... After reanimating the new body, Rainbow would need to rest until her new body regenerated the stitching wounds.

"hmmm..." Twilight chewed on her lip, she made sure to stitch together different pieces of multiple pony hearts in order to give Dash a new heart thrice the size of its original.

After that it was a matter of stiching together many different parts of dead ponies to fit the enlargened layer of skin over Dash's body.

From there it took a repeated methodical proccess of fitting organs and repeating dark magical runes to tidy up the edges as it were.

Hours later Twilight found that she was just about done.

"phew! Wow Dash you are gonna be a thousand times more powerful when you wake up!" she spoke as if the corpse infront of her was alive and well.

"Oh and I know you'll proooobably be a little mad at me for this but hey, it's a lot better than being dead! Oh and... please don't worry you'll technically be a fully functioning body and be cabable of all that that entails, so you can still eat your favortie foods and taste them, I mean if I succeed here then you won't be just any old zombie, you'll be something so much more, something even better than a Vampire, you'll be a living breathing construct with incredible strength and speed.

Ya that's right, you'll be even _faster_ than before, I bet that makes you happy heh heh. And you and Fluttershy can still be together, it might take her a while to get used to you being like... this, but hey she's pretty open minded when it comes to those she cares about so no biggie!

Oh but you really should take it easy for a few days until your brain can get used to sending impulse signals through the new tissue. Shouldn't be to big of an issue though, anyway you'll practically be indestructible, you'll even regenerate! You'll be a marval of both magic and science! Oh but listen to me prattle, I bet you just can't wait to get up and moving around huh?" she giggled somewhat insanely to herself.

"Twilight!" called a female voice from above.

"Trixie? I told you I need to be left alone for a while."

"Yes I know but... well... this is a very _very_ urgent matter!"

Twilight sighed.

"alright, hold on..." Twilight finished setting up a continuous chain lightning spell that would flood bolt after bolt of electricity into Dash's new body.

"don't worry Dashie, you'll be good as new, no BETTER than new in no time, promise!"

Twilight trotted up the stairs to the to the entrance of her door, she noticed Spike cowering in the corner, "Spike? What's wrong?"

Spike pointed at the door, "t-there's a mob out there!"

Twilight raised an amused brow, "oh this should be good..."

Opening the door, she was indeed met with a mob of ponies.

"huh... The dragon spoke true..." She commented as she stepped outside her house to face a crowd of ponies with pitchforks and torches among them.

Twilight let out a wistle, "looks like somepony would like a word with me."

Sapphire Shores stepped forward, "Twilight Sparkle, you have hereby been accused of Witchraft!" she pointed an acusing hoof at Twilight who made a mock shocked face.

"who me?" she said in a taunting voice while pressing her forehoof to her chest.

"alright Ah've had about enough of this!" Applejack ran infront of Twilight and faced the crowd, "this has gone on long enough! Twilight ain't no Witch!"

Next Rarity joined her, "yes! and anypony who would accuse the hero of Equestria who faced Nightmare Moon and Discord clearly has some issues with their head!"

Then Pinkie bounced up and turned serious with a growl as she faced the crowd, "YA!"

Then fluttershy also joined her friends in protecting Twilight, "you all are a bunch of meanies!"

Behind the four ponies, Twilight began shaking slightly.

Mayor Mare and the other denizens of Ponyville glared, "if you stand by her then you'll be judged along with her!"

"stop this..." Came a voice from behind the crowd, ponies moved to reveal Carrot Top, "don't do this again... You all know how much trouble it caused the last time!"

"ya no kidding!" colgate quiped.

She was ofcourse reffering to when Ponyvilles citizens had accused Carrot Top of being a Witch when in actuality she had been a true Cleric of light and order.

The mob began losing some of its ferocity.

Twilight's shaking became spasmatic now as noises were heard from behind the other Elements, everypony turned to see Twilight laughing.

"oh this is rich!" she roared with cackle after cackle as she beat her hoof against the soil below.

"What's so funny? Did I miss a joke?" Pinkie Pie asked tilting her head.

Twilight wiped a tear from her face, "no, no it's just funy because... You're right."

Everypony blinked, "...who's right about what?"

Twilight smiled, albeit a devious smile, "you're absoloutely right, I'm a Witch."

"wh-wha?" Applejack gawked.

The rest of the croud gasped.

"y..You admit it! Aha! Straight from the mouth of the sinner!" Sapphire cried as she turned to the mob.

"now the question you all need to ask yourselves," Twilight began as she cracked her neck, dark clouds circling overhead and a bone numbing chill filling the area, the air became thin and hard to breath.

"is what exactly," Twilight's eyes closed, then opened... revealing large black empty sockets.

The crowd gasped again as they began stepping back a bit.

"do plan," Twilight's guise completely fell, her true form taking shape; her coat now extremely pale and stained with dirt spots here and there that appeared to be some sort of plague filled lesions, her teeth were completely black but still herbavoris while her mane and tail became a sickly grey with the stripe of vibrant color now a silvery white.

Her skin was ritled with inverted pentagrams, each one marking a contract with a demon.

The Witch smiled with lips that split and broke many times down their length, "_**to bucking do about it?!**_" her voice was raspy and carried a slight echo to it as if another pony spoke in a following whisper that carried along with each word she spoke.

Twilight's raw power radiated from her body, bringing an air of sickness and death with it, the grass around her hooves died and maggots began crawling out of the soil.

The Elements backed up quickly with horrified expressions on their face, the mob stood petrified as the air of plague radiating from Twilight reached the frontmost lines of bodies, ponies began lurching over and vomiting before falling to the ground dead, their corpses covered in lesions.

"EVERYPONY GET BACK!"

The mob began breaking apart as they started to panick, ponies began stumbling over one another, stallions and mares soon were knocked down and trampled to death by those once infront of them cowering away.

Twilight's smile grew larger as her tongue hung out, long and slimy with a sharp point, her chest spasmed as she let out a raspy chuckle.

A blast of light flashed and blinded most ponies in its wake, the spreading plague was sizzled away as the purifying rays shined upon them.

Twilight hissed as the holy light agitated her unholy flesh.

The light faded and there stood Carrot Top with Paladin mail armor surounding her body, bulky plate silverish metal swadled her body with holy symbols of every pure god and goddess of light and harmony, from her back extended three angel wings on each side.

"I will _not_ let you taint these innocent souls WITCH!" she spat the last word out.

Ponies looked to the Cleric, even after all they'd put her through, the abuse, the torture the rejection the pain, yet even now she stood steadfast to defend them.

Pinke Pie furrowed her brow, "I thought only Unicorns could use magic..."

"Arcane magic yes," Rarity answered, "but Priestly or more commonly phrased, 'Clerical' magic can be used by anypony who devotes their life to following one or more gods as a finatical priest or priestess and some can even invoke the power of their diety directly."

Twilight threw her head back and cackled out her laughter, "OH THIS IS TOO GOOD! I've been very curious what it would be like to fight another Cleric." the Witch licked her scabbed and rotted lips.

Twilight's body began cracking, her bones dislodging, her midsection extended to thirty times its normal size, her hind legs sucking into the serpantine pale white body, her forehooves elongaded and her hooves became dragon hands with clawed fingers; from the upper part of her torso near her under arms, three long tendrils shot out from each side, from her back, two long pincer-like spider legs with razor sharp points on the end jutted out.

Twilight's new form coiled like a snake preparing to strike.

Carrot top shook her head in disgust, "you don't deserve the title of Cleric you abomination!"

Twilight roared in laughter, "_**say that all you want priestess, it won't change what's real. I am a Cleric of Luna, Sorceress of Tartarus and commander of the Daemnic Legion**_"

Sapphire Shores vomited before passing out.

"_**so weak and fragile, I can't believe I used to protect them**_" Twilight tilted her head as her empty eye sockets regarded the terrified ponies below, "_**it's almost criminal how pathetic they are...**_"

"you are the pathetic one heathen" Carrot said calmly as she summoned up all of her holy power, "you are such a sad discrace to not only priests and preistesses but mortal ponies everywhere, you are the prime example of why sin is to be avoided."

Twilight's tilted until it was upside down accompanied by the sickening crack of bones, "_**aw now don't be like that, tsk tsk tsk, you could be so much more you know, you have a lot of power and devotion, just think of the things you could accomplish if you applied yourself aptly.**_"

"SILENCE TEMPTRESS! You are the devils left hand, I will not waver infront of the face of corruption, I am the last of the forgotten Clergy of Order, Goddess of Harmony, I wield the Purifying flame of holy wrath, I am the shephered and the lamb, I guide the blind and lay beside the sick, I follow the wise and seek truth through penance and redemption." Carrot's body began glowing with light as a large sword appeared infront of her.

"_**heh, funny that you clame to follow Order, you do know that she's dead right? her body ripped into the pieces that forged the Elements of Harmony!**_" The Witch mocked.

Carrot top continued in her gait ignoring Twilight's words, "Though I walk through the valley of the shadow of death, I shall fear no evil, all those who foolishly oppose the light, look upon my goddess's judgement and avert not thine eyes! I am the holder of the sacred blade, I command the armies of heaven and lead them with a war cry to smite the enemies of Order!"

"_**blah, blah, blah, blaaaahhh! You sound like an anoying bible thumper. If you love your dead goddess so much, then I guess you won't mind DYING FOR HER!**_" Twilight's huge body lunged at the Cleric.

*beyond her tomb, originally beyond her garden by Wooden Toaster, PMV remix*

*_you try your best, but it's not quite fair, you kick your hoof and say it's just not fair..._*

Twilight's body struck out like an uncoiling viper as Carrot dodged to the side with her arch angel wings, the Witch's body plumeted into the ground raising a huge plume of dirt and dust.

The Witch's body immediately rose back into the air as her tendrils lashed out at the Cleric, but each time Carrot managed to just barely avoid the monsterously strong swipes, next came the pincers jutting out at her, one of them scratched the side of her armor.

*_Ya Carrot Top; go beyond your garden and be the queen that you know you're destined to be_*

"RUN FOR YOUR LIFE!" Ponies cried as they galloped away from the insuing chaos, Twilight's pincers stabbed at Carrot's body again and again, landing a few hits here and there when Twilight grabbed hold of her with her elongaded and enlargened arms and hands, then threw her plummeting into the ground.

Carrot crashed into the soil and coughed up blood from the impact but got back up and shook her head, ready for more battle.

*_ya gotta, follow your heart; now that's a start to be serene; you're glowin' and showin' the world you're somepony that people should know_*

Carrot bolted into the sky with her sword between her forehoove, the blade cleaved through Twilight's body and slashed her chest open down the middle, but the wound healed within seconds as if it had never been made.

Twilight snatched Carrot out of the air and this time brought her down into the ground with a slam before her tendrils came crashing down on the Cleric one after another.

Carrot quickly raised a shield of light as the demonic tendrils crashed down on the barrier, the force cracking the earth beneath her.

*_and you gotta beat the heat these haters comin' hard ready to break down your armies and go shatter your walls_*

The shielf finally broke and the tendrils began barraging Carrot with pummel after pummel before lifting her up in the air.

*_but you know inside you're not a typical girl you gonna show us. Let your story unfurl_.*

Twilight's hands lunged forward and wrapped around her only for them to be impailed by silver spikes that launched from the Cleric's armor, Twilight shriekd in raged as her jaw dislocated and her head moved to devour Carrot in a single bite.

*_You try your best, but it's not quite there, you kick your hoof and say, "it's just not fair"*_

Carrot roared as divine light sprout forth and scorched Twilight's face, the Witch drew her head back shaking it furiously.

Ponies from below looked on in awe as the mare they had persecuted now wielded such heavenly might against the abomination.

*_just a simple mare living simple dreams... A rumor that's not quite as it seems!_*

Twilight dropped Carrot top from the middle of the air but then spun around with the tail of her serpantine body crashing into the Cleric's side; she went flying to the right and crashing into, and through, several buildings.

*_you're gonna rattle, shake and bring the heat!_*

Carrot shakilly got to her hooves and snapped her head around as her eyes spun in a daze, she focused on the Witch slithering her way through the debris towards her at supernatural speeds.

Carrot stood with her hooves spread and her head low as her body began to glow.

*_you'll show the haters when you sweep em right off their feet! you're gonna cast out your light and cover them in your glow the world is now your garden; give em love to grow!_*

Carrot screemed as power burst forth from her body and lit the area up like a beacon of hope as the divine light singed Twilight's skin, her pentagram contracts burned with a pain unlike anything she'd ever felt before.

Twilight had had enough, she slashed her forearm and dragged the blood out with her Blood Magick and used it to lay down a pentagram around Carrot, initiating the unholy sanctum, Carrot fell to her kneese as unholy energy assulted her spirit.

*_you're mother nature; they hate ya. Nailed ya on the cross it's all lost to me; the cost to be a beacon in the dark_*

Carrot's breath rasped out as her vision began to blurr, out from the corner of her eye, she could see the faces of Ponyville's civilians, stallions, mares, and foals all watching terrified on the sidelines with no power of their own to fend off this unholy blasphemy.

Despite all that they'd done... She knew that if not her, than who? Who would stand against this Witch? Who would protect the weak and innocent?

Through sheer force of will, Carrot stood up tall, "Through mine eyes I see, and I shall bring forth the path to thee, I clear the way through the fires of deception and make visible the road to salvation" one of her hooves wavered and she nearly fell, "though mine body fails so shall all, I see death through righteous eyes, as all crumbles to dust, we shall join together, the sick, the weak, the tired, the lame, and the blind, we shall join together under the glory of Order and break upon the demons of Tartarus WITH THE ROD OF IRON!" Carrot Took a step forward, the movement sent surges of purple electricity ripping through her body.

"_**oh stop it, now you're just being ridiculous, you're going to kill yourself at this rate.**_" Twilight rasped out in her demonic voice.

Carrot took another step as the electricity ripped through her again, the faces of happy bright vibrant ponies passing along through their day to day lives flooding through her mind.

Families, friends, lovers, parents, foals, ponies...

"they ARE worth fighting for!" Carrot roared as she took another step, she was close to the pentagram's edge now.

Ponyville's citiezen's eyes brimmed with tears, their hearts pouring with apology for all that they had done to the Cleric, and that soro turned to love and respect.

"YOU CAN DO IT!" a random voice screamed, soon accompanied by another, and another, and another until the entire crowd was cheering, "CAROT! CARROT! CARROT!"

Carrot finally got one hoof out of the barrier.

*_ya see is your life; but you know inside though they're your blight they're never ever gonna manage to put out your light!_*

"rrrrraaaaghhh!" at last the Cleric broke free of the barrier and soared into the heavens.

*_so Carrot Top; Spread your wings and take to the sky you're gonna rise in time; they hurtcha but you'll never die like a phoenix; rise again when they strike you down you'll change their frown; turn all their worlds upside down_*

From Carrot's light, seven angels were called froth into the night sky, bipedal forms in shining silver armor with metalic wings and wielding giant claymores of holy steel.

The angels swooped down and lashed out at Twilight, each strike burned into her with divine energy striking at her very soul.

Twilight cried in pain and fell onto her hands panting as genuine lifesblood poured from her mouth and wounds

Twilight lifted her head up to stare at Carrot, "_**that. is. it. no more games...**_" The Witch raised her hand in the air and from it a giant rune formed in the air of violet energy, from it came forth a dozen demons with blackened and cracked skin, horns and eyes made of Tartarus fire, they charged at the Angels and clashed with them in the sky as Twilight's massive form levitated into the air.

Two Angels managed to break away from the cluster of demons and impailed Twilight from either side, a third came up behind her and put her in a head lock with his blade held at her throat.

Carrot held up her hoove signaling for them to stop.

"Twilight... stop this... It's not too late, you can still find your way back to the light"

*_the haters lookin' atcha' shakin' cause they're all about to run but then you hold your hoof and show em gentle smile*_

Twilight's lip quivered and her body went slack; her empty eyes brimed with tears as her hands came up and her palms covered the empty sockets.

The Angels back away with the blades being pulled out of her body with little reaction. Carrot's arch angel wings brought her infront of The Witch, she placed a hoof on her head.

"wh-what have I done? What the hay kind of a monster have I become?" Twilight sobbed in an equine voice.

Carrot smiled gently as she stroked Twilight's mane, "it's ok shhh, we all make mistakes..."

_* it's worthwhile; they feel they hatred leave; you banished the vile_*

"*sniff* you... are such...* Twilight's hands stretched out to either side with ingraned pentagrams on her palms, "_**AN IDIOT!**_" Twilight clasped the demon seals onto Carrot's head, the mare shrieked as the unholy taint cut off her connection to the divine, her angels wavered and dissappeared.

Twilight spun around with unnatural reflexes and flung the mare into the ground at an angle, Carrot crashed through the ground ripping through the dirt leaving a sizable crater in her wake.

Carrot stopped 5 dozen hooves away from the treehouse where the fight began, her body lay unmoving.

Ponie's cheering stopped, their eyes glazed over in horror.

*_you try your best, but it's not quite there, you kick your hoof and say, "it's just not fair!"_*

Carrot twitched, then slowly lifted her head up as her Clerical power returned.

*_a simple mare living simple dreams, a rumor that's not quite as it seems!_*

The crowd gathered around the broken bloodied mare as she began to stand again.

*_6 months have passed and everypony know your name, they know that mane and they all know the claims about how Carrot Top ain't a normal filly at all She's a star in the sky and it's why the other ponies gonna try and drag her down, buy you know you gotta try to go and stand your ground because if you don't the world will crumble right at your feet_*

Carrot Top pushed herelf up until she stood tall as Twilight now sat coiled up several hooves away from her.

Ponies have her space as she trotted forward despite all of her shattered bones and blood that trailed down her mouth, "and shepherds we shall be" Demons flew at her, but she stoped each one with a shield and had an etheral blade of holy smite impail them through their black hearts.

"For they my Lady for the..."

Another demon was countered and put down.

"Power hath descended forth from thy hand"

Another demon was slain.

"Our hooves may swiftly carry out they commands."

Another demon fell as Carrot drew closer to the Witch.

"so we shall flow a river forth to thee."

Two demons simultaneous exterminated.

"and teeming with souls shall it ever be."

_*now go beyond the garden girl and try to beath the heat_*

Carrot heard the encouraging cries of Ponyvilles citizens as she rose into the air and summoned up a slew of swords before charging at the beast.

_*Carrot Top, go beyond us, you're a late star, time to fool us keep your friends close, they're what drive you to the cosmos that describes you_*

Twilight swung her claws, pincers, and tendrils at the small target that whizzed by her with immense speed every now and then a sword lopped off a piece of her pincers or dismemberd a tendril.

_*Carrot Top, go beyond us, you're a late star, time to fool us keep your friends close, they're what drive you to the cosmos that describes you_*

Faces pressed against the skin of Twilght's massive body, faces that then stretcched out to reveal inner demons that ripped their way through the flesh and swiped at the Passing Cleric.

_*Carrot Top, go beyond us, you're a late star, time to fool us keep your friends close, they're what drive you to the cosmos that describes you_*

Carrot switched to the offensive as her friends cried her name, divine light shot out and stunned the Witch as the giant blades sunk into her chest letting loose a river of impure blood.

The Cleric rose high into the dark clouds that Twilight had summoned to spread the plague and purified them with a flash of righteous light.

*_Brighter than tonights sunset Can't mistake your silouette. Not a sound nor a voice nerby, your mane illuminates this gloomy sky!_*

Twilight's demons lunged up and caught Carron by the tail, then yanked her down and slammed her into the earth before hopping back.

Twilight coiled up and lunged forward with her mouth wide open, hundereds of eyes peering out from within in her throat.

Sapphire and Colgate stood infront of Carrot's prone body with fierce looks on their body.

Twilight stopped abruptly, then blinked... Then one of her tendrils swung through to knock the interfering ponies aside but the flesh merely connected with a barrier of light that set her tendril ablaze with holy flame.

Twilight shrieked as she forced the tendril to detatch from her lest the fire reach her viatals.

Sapphire and Colgate blinked in disbelief, then they turned behind them to see Carrot rising to her hooves.

*_the other ponies come and they try to take but you your friends are by your side_*

More and more ponies stood beside Carrot, their united faith and resolve boosting her Priestly power, she felt their strength rush through her own body as she stood up tall.

Twilight snarled, "_**why won't you just DIE?!**_"

"This is the magic of friendship Twilight! Something you seem to have forgotten!" Carrot shouted as holy energy surrounded the group of ponies.

*_they are what make ya so ya, you stand up tall and you just give in, you never think about yourself; you selfless woman within and they, they tie ya up and they set you ablaze through smoke and haze;_*

A large light shot out from the line of ponies and surrounded Twilight, Carrot opened up her armor's chest piece to reveal a bible, she pulled it out and its pages soared into the sky glowing gold, they circled around Twilight and generated a six pointed star above, each point glowing a color reminiscent of the Elements of Harmony.

"WHAT?!" Twilight shrieked flabbergastered.

Carrot stepped forward, "even a normal Cleric can access the Essences of Order goddess of Harmony if her foals are willing."

The Cleric stood infront of the line of firm resolved ponies.

The othe mane six still stood by the treehouse, nearly catatonic, Rarity and Fluttershy had passed out; Applejack kept rubbing her eyes thinking that she'd wake up from the dream at some point, and Pinkie pie... Pinkie Pie's mane was deflated and straight, she stared silently at the apacalyptic battle of Cleric and Witch.

Carrot poured all of her being into her next Clerical spell, she siphoned off all of her energy plus the shared power of Ponyville's citizens and surged it into the star, Twilight couldn't escape the holy barrier no matter what magic Arcane or Clerical that she summoned up.

When the energy hit the star, a rainbow colored beam formed.

"NOOOO!" Twilight roared as her massive body slammed against the barrier which only shocked her back in turn.

Carrot felt her life force draining as she poured her vitality into the spell, it didn't matter, as long as everypony was safe... She'd happily sacrifice herself.

*_you only see their brighter days are comin' so even though you're gone, you're still in their hearts and they'll always have a piece of you; you left them your garden_*

Carrot fell to her kneese.

*_Carrot top, go behond us you're a late star, tim to fool us keep your friends close, they're what drive you. To the cosmos that describes you._*

Carrot felt her sould fraying and weakening, her lifeforce fading.

*_Carrot top, go behond us you're a late star, tim to fool us keep your friends close, they're what drive you. To the cosmos that describes you._*

At last the rainbow beam slammed into Twilight, a high pitched screem filled the night, breaking glass and shattering stone.

When the beam was gone, The giant serpant disolved and melted away, leaving an equine Twilight in its wake.

Twilight groaned as she hazilly stood up, "uunngghhh..."

Applejack finally snapped out of her daze, "T-twi?..." The farmer slowly made her way passed the holy barrier next to her dazed friend.

"ughh.. A-aplejack? w-what's going on? I don't feel good..." she said while holding a hoof to her head.

"a-are... are you... ok?" the Earth Pony asked in a concerned voice.

"I uh... think so... I-ow my head hurts... where are we?" Twilight looked around at the more or less obliterated remains of Ponyville, "woah! what the hay happened here?!"

"OH TWI!" Applejack picked Twilight up in a bone crushing hug, "Ah thought Ah lost ya!"

The citizens of Ponyville sighed in relief as they slunked to the ground.

Carrot smiled as her life force began slowly ebbing away, "it's finally over... you're free Twilight... Every...pony's...saa-" she slumped to the ground, ponies rushed to her aid.

"C-carot Top? Oh Celestia no! Please speak to me!" Colgate cried as she shook Carot's body.

"heh...I... still... got some... fight left... in me..." The mare weakilly let out.

Applejack guided Twilight towards the Ponyville library until they went to cross the barrier.

The bible page's holy wards set off and assulted Twilight with bolts of heavenly lightning.

"AAAAAAAGGGHHH!" Twilight was thrust back into the center of the barrier.

"what the hay?!" Applejack cried.

Twilight cringed, "Damn it... I was sure that would work..."

Carrot's pupils shrunk to pinrpicks, "no... NO! Th-that's not possible!"

Ponies looked around in confusion.

Twiligh stood up with a sigh and cracked her neck, "well so much for _that_ idea... Guess Clerical barriers aren't as easy to manipulate as ponies are... Go figure." she snorted beligerantly.

Applejack backpedled in panic "A-ah, Ah don't understand!"

Twilight trhew her head back in laughter, "well ofcourse you don't! You're not exactly well versed in Clerical magic and its effects on the mortal and immortal souls." she turned towards Carrot Top.

"b-but... the blast! I-it should have destroyed all of your corruption!"

Twilight cracked her neck again, "a neat little trick I learned from Luna, if you place your most powerful demon to the forefront of your psyche and let them take over your mind the second before impact, they take the brunt of the purification and are completely annihilated while the pony underneath retains all of their mind."

Ponies began stepping back in horror and disbelief.

Carrot's eyes shook, "but this... this isn't right... this isn't... ... ... Luna..." realization dawned on the Cleric and her eyes snapped back to Twilight, "y-your the Cleric of the moon! the Notrth star..." she began mumbling to herself as images from her priestly training flooded her mind, images of ancient prophecies, a stone carving of a high moon acompanied by the sun with a twinkling star between them.

"The left hoof of the devil... The star amongst the moon yet raised by the sun... Then she's... She's the one who... TWILIGHT!" Carrot suddenly shouted gaining everypony's attention.

"YOU HAVE TO REMEMBER, NO MATTER WHAT HAPPENS, NO MATTER WHAT ANYPONY SAYS! YOU'RE THE ONE WHO CHOOSES IN THE END, YOU ARE THE ONE WHO CHOOSES!"

Lightning cracked throughout the Library behind them and ponies turned to see a very large form standing in the doorway.

Twilight turned to see Dash standing in all her necromantic glory, a Flesh Golem, the absoloute pinacle of necromancy, no it went beyond necromancy, this was ressurrection, for not a walking corpse stood their; but instead stood a living breathing pony.

"well look who finally finished baking in the oven..." Twilight said with a chuckle.

"TWILIGHT! DON'T EVER FORGET! WHEN SUN AND MOON BOTH HANG IN THE SKY WITH STAR BETWIXT THEM, EVERYTHING WILL BE DECIDED BY THE SORCERESS' CHOI-" Rainbow rushed forward with blinding speed and slammed a forehoof into Carrot's face, her body summersaulted into a building and brought it crumbling to the ground.

Pinkie pie stared at Dash with wide terrified eyes, "n-no... th...that's... not.."

Rainbow turned arounnd and flew up arond the holy barier and soared around it in a cyclone of rainbow which soon formed a tornadoe so strong it shredded the bible pages effectively smashing the holy barrier.

Twilight stared oggling and Dash's giant form, over twice the size of Big Mac landed infront of her.

"I've seen it Twilight... when I started to breath again, I felt your magic flow through my mind... I saw your dream of the future... I get it now I understand why your doing all this..."

Twilight sat silent.

Dash put her hoof on Twilight's shoulder, "I know, if anypony can make it happen... it's you... And I'll back you up every step of the way... no matter what we have to do to get there."

Twilight let out a half harted weak laugh "g-geeze... Even now y-your still..." genuine tears fell down Twilight's face, "s-till the Element of loyalty..." she sniffled.

Twilight looked up at twilight shimmering eyes, "thank you Rainbow Dash... I'm... I'm happy that I atleast have one other ally aside from Trixie..."

Twilight whiped her face and trotted over to the crowd that had gathered around Carrot's corpse.

The civilians stood around her corpse and blocket it off from the Witch, glaring at her with fire in their eyes.

"hmm, so now she's a maurtyr... Well... I can let her have that... She deserves it... hmhm... Who would have that out all the ponies that she'd make me feel nostalgic about being a hero?" Twilight turned away from the crowd.

Twilight's gait was stopped by Applejack "HOLD IT RIGHT THERE TWI! Ah can't believe what Ah've just witnessed... Y... Yer a Witch... but..." AJ shook her head with tears in her eyes.

"AJ..." Dash began.

"NO! SHUT UP! Ah'm not gonna listen to either of ya! Ya've all gone insane!" Applejack croaked as she choked on her tears, snot began piled up in her nose, her stetson slid off her head.

"it... it aint right! NONE OF THIS IS RIGHT!"

A gentle hoof touched her shoulder from behind.

AJ froze, she didn't hear anypony come up behind her.

AJ turned to see Trixie, "don't worry Applejack," she said in an uncharacteristically gentle tone, "when Trixie joins her essence with yours, you will understand all the things that Trixie understands and know all that Trixie knows... Soon everything will make sense, you'll know the reasons for everything... and you'll see Twilight's beautiful dream... soon..." Trixie bared her fangs.

END OF CHAPTER!


	8. This is a Fight to Change the World

Chapter 8. A Fight to Change the World

Twilight paced back and forth as she nibbled nervously on her lip.

"Twilight?" Trixie called as she entered the room.

"hm? Oh... whatever uhuh... Ok... well I don't see how... oh shut up..." Twilight mumbled to herself. Trixie frowned, it couldn't be easy dealing with those demons crawling around in her head all the time...

"Twilight are you feeling alright?" the silver maned mare asked inquisitively.

Twilight looked up, "what? Oh hello Trixie... I need a good battle plan..." she pondered to herself.

"Battle plan?" Trixie asked with a raised brow.

"yes, all of this is obviously leading up to somthing right? An enevitable conclusion to this chaotic stream of events; it ofcourse can only end one way..." she paused for effect, "an all out war for controll of the world." she said with twitching manic smile.

Trixie frowned, "... Do you really think we're ready for such a thing? Even with all your power... Celestia's armies... and Celestia herself..." Trixie trailed off.

Twilight waved her hoof dismissively, "oh don't get me wrong, I fully understand the ludicracy of this decision, but lately this town has been drawing attention to itself... Celestia surely has noticed its irregularlities by now, the lack of train stops, no friendship reports, no shipment or trading requests... I think she knows full well what's going on here..." she frowned, "and that concerns me, why hasn't she done anything? Not even so much as a scouting party..." she mumbled.

Trixie shifted uncomfortably in her spot, "perhaps she's merely lazy as per usual."

Twilight laughed, "HA! Oh that _would_ be fitting wouldn't it? But no, strange activity from the hometown of the Elements... even she wouldn't ignore this without investigating herself..."

Trixie held out her hoof gesturing to the space around her, "yet nowhere she has been seen."

Twilight adjusted her jaw unnecessarily, "true... ugh, this is useless, either way the time has come, we'll have Luna's Night Guard, Luna herself, all of the soldiers we've forged here in Ponyville, and myself.

But even with all that... Celestia still concerns me, despite how powerful we are, she is the goddess of the sun and scion of purity, her clerical power automatically trumps witchcraft, _and_ she's unimaginably powerful to boot."

Trixie studdied the floor for a few moments, "then how do you plan to deal with her?"

Twilight groaned as she plopped down on her rump, "I don't know yet..." and then it hit her, "OFCOURSE!" she exclaimed causing Trixie's heart to stop -well would have if it hadn't already stopped a long time ago anyway- "how did I not think of that?!" Twilight cried.

Trixie blinked, "t-think of what?"

Twilight turned to her with a briliant smile, "the only way to trap a god, is by imprisoning it inside its own element."

Trixie's eyes widened, "Nightmare Moon..."

Twilight nodded so fast that Trixie thought her head might fly off, "Nightmare Moon was imprisoned within the moon, her own element of darkness, so that no matter how hard she tried, her own power would only strengthen the binds around her."

Trixie tilted her head inquisitively, "and just how prey tell, are you going to trap Celestia in the sun."

Twilight rolled her eyes, "not everything has to be over the top to be successful, a prison of holy light will do perfectly."

Trixie gave an amused smile, "well that's all well and dandy except... you nor anypony else we know is a holy cleric, and even if we found one, they would never willingly trap the sun goddess, and even if we _forced _them, they would loose their holy powers for betraying nature."

"I never said I needed _magical_ light..." she said with a wicked smile.

XXXXX

Celestia stood out upon her balcony looking towards Ponyville.

"Highness?" a guard called form behind.

Celestia turned with a distracted expression, "hmm? What is it?" she drawled out.

"well... the file reports say that nopony has been seen exiting Ponyville for well over four months and... anypony who visits there never returns... trade has suffered as we-"

"I'm well aware of the situation Commander." Celestia cut in sourly.

The Pegasus frowned, "... Your Majesty..."

"I am more than confident that my student can handle any problems present." Celestia said with finality.

The Pegasus shifted his jaw and stood frowning for a few moments before giving a bow and exiting the room.

Celestia stared at the ground, "... even if Twilight is the problem..."

Luna stepped out from the shadows, "dear sister, thou seems most distraught, mayhap thou art a tad..." Luna tilted her head left and right, "of thy game?" she asked mischeveously.

Celestia glared at her sister, "I'm putting half the blame for this on you Luna, You're the one who taught her black magic, and if she's gotten in over her head because of your lack of descretion as a teacher..." she left the threat hanging in the air.

luna rolled her eyes, "oh please, thou art the one who allowed her to train with Us."

Celestia turned away from her sister, "hmph, we'll have yet to see if that was a mistake or not..."

Luna smiled baring razor sharp teeth, "verily, we shall."

XXXXX

Twilight trotted towards her library after having done her rounds throughout Ponyville, evidently some stragglers had found their way into the town and merely added to the collective.

Oh yes, what exactly had become of Ponyville in recent months?

Most of its denizens were turned into lesser vampires by Trixie, others were used in Twilight's experiements with demons to forge hanyu monsters.

As of the Elements? Well...

"hello?" a stragler found his way into the streets of Ponyville, never had he been so terrified before, but atleast there were three others with him.

Hay Sleet, an Earth Pony stallion was visiting his cousine here in Ponyville. The second pony was a Unicorn by the name of Pearl, she came here for a vacation when her boss gave her some time off. The third was a Pegasus named Cold Steel, a smith looking to set up shop in a small country town such as Ponyville. The fourth and last pony was Arrow Mark, a Unicorn archer who missed the train to Las Pegasus for his show and instead was forced to trek his way there, crossing Ponyvile along the way.

The four ponies stalked the streets which were quite literally drenched in blood, a horrible stench filled the air causing severe nausia and dark unnatural clouds blotted out the sky, an unsettling darkness covered the land.

A strange sound filled the air akin to a hum, albiet an eerie and disheartening hum that drained the bood from the four ponies passing the empty broken houses.

Buildings were battered and windows were shattered, darkness was the only entity that stood within the cracks and orifices of the domains, for it was the darkness itself that existed preemptively as a self-aware entity of concious thought; they could practically feel the shadows watching them as if the houses witheld eyes in favor of certain sight.

"I don't like this place..." Archer said quietly as he shifted uncomfortably.

"I can assure you that you're not alone in that..." Pearl uttered back, "most fun-loving and down to earth place in Equestria my flank!"

Skittering noises from behind them caught their attention, the four ponies turned to see Fluttershy... or... what she had become at least.

A yellow hybrid of pony and wolf stood on two hooves with long furry fingers adorning hooked claws at the end, every muscle in her body exploded with definition and size, her ears were much more lupin and her maw had extended to look much more akin to a wolf, her eyes now bore catslit pupils and drool dripped form her maw as she growled.

The four ponie's eyes turned to pinprick, "e-e-EQUINEWOOOOOLLLLFFFF!"

The four ponies panicked and ran off in seperate directions, Fluttershy chased after archer who tried to pull out his bow when she lunged on him and took them both to the floor.

Claws tore into his back shredding muscle ligaments as teeth clamped down on his neck and began crushing his windpipe. Tears streamed down his face as he attempted to cry out with no voice, no air, and no hope. Death came and mercifully plucked his conciousness away from the agony.

XXXXX

Steel Hooves ran towards a gingerbread house and dove inside.

Slamming the door with several pants and huffs, he coward against the rotting wodden frame when a presence appeared from behind a counter.

"h-hello? Is somepony there?" He got up and slowly trotted towards the counter, the seemingly sentient shadows hiding the pony well within their embrace.

"hi there!" an overly cheerful voice called out from behind the counter.

"h-hi? Please! There's a monster outside! We have to hide!" Steel cried.

"well then, we better get out of here huh?" the voice giggled back.

"yes we! Huh?... uh, um, yes we should!" the stallion stuttered back.

"well then, I know a place where you won't ever have to worry about monsters ever again." the voice spoke again.

"wh-what?"

"awww you look so scardy wardy, I think you need to have a party!"

"y-youre not making any sense..." the stallion back peddled in fear.

"who says I have to? RAAAAAAGGHH!" a figure of a pony seemingly drenched in a sleek black liquid lunged out form the darkness.

The stallion let out a yelp as he ducked out of the way just in time. The body splattered against the wall into an oozy liquid before a pony body rose out of it, the gelotonous substance reforming and dreshaping itself.

"WHAT THE HAY ARE YOU?!" the pony cried as the creature seperated into five long tendrils that wrapped around him and swallowed him up.

XXXXX

Cold Steel galloped for his life as he charged through the outskirts of Ponyville, "must... get away!" he repeated the mantra even as he repeatedly tripped over himself before reaching Sweet Apple Achres.

There he came accross a series of trees bearing the strangest fruit he'd ever seen, "what... what is this?" he looked around curiously.

"HELLO!" a voice shouted from behind him.

The pony shot up a hundred hooves into the air before falling on his rump, "hubwah?!" he turned to see a giant of a pony, blue and seemingly stitched together, a rainbow colored mane atop her head.

"yo..." the giant said before she clocked him over the head effectively knocking him out.

"mmmnnn ughh..." the stallion woke up Celestia knows how many minutes later tied to a wooden table suspended from the ground by a series of wires and tilted at an angle "w-wha-" "what's going on?" Dash interrupted.

"what's going on is you're gonna be food for Ponvyille's citezens soon enough." Dash finished as she hooked various tubes up to the pony via stabbing their needle tips into his flesh.

The pony wailed in agony as Dash rubbed her sore ears, "geeze shut up will ya? Every single time it's nothin' but 'aaaarggh' this and 'aaaaiiieeeeeaalalglgaghghahg ahhh' that, is that all anypony knows how to do anymore? Screem in horrible agony as their farmed for blood? Sheesh..." Rainbow complained.

"And before you even ask, the reason I'm doing all this is to feed Ponyville since AJ is out of commission. Anyway, this is a system that Twilight came up with herself, she enchanted the trees to act like bloodroot, they soak up blood just like water and feed off of it's nutriants and filter out the iron and oxygenated filaments into the apples they grow. The end result is blood apples, pretty cool huh?" she rolled her hoof around in the air as she gave the explanation, "'course I don't even understand half the crap I just said... but whatevs." she shrugged.

The pony gurgled as the remainder of his blood was removed from his body and siphoned off into the soil of Sweet Apple Achres.

XXXXX

Pearl Sprinted along the streets until she found a large treehouse library. "huh?!"

The dwelling was huge to say the least, the wood looked scorched and blackened, red vines encircled the entire thing and seemed to be see through.

Looking up, the pony saw that the sky turned an eerie green as a continuous beam of light shone out from the top of the library and reached high into the sky.

"... what... what's happened to this town?" deciding upon leaving the frightening area, she fled in another direction and soon came upon a large boutique, entering, she came accross a horrifying and disturbing sight.

What looked like a white Unicorn but was much larger in size and was adorned with with several tendrils flowing from her torso was being mounted by a large purple dragon twice her size.

The Pony looking creature's silver eyes caught sight of the intruder, her elongated maw opened up both vertically and horizontally with flesshy webbing inbetween the four ligaments as an unearthly snarl escaped her.

Pearl urinated in fear.

The dragon mounting the monstrosity seemed or orgasm with a roar setting off a chain reaction in the pony's body, a series of shifting organs like a factory working its assembly line ending with the monster's mouth opening to reveal a fleshy egg which slowly slipped out of her mouth covered in slime.

The egg hit the ground with a wet squelch, already hatching, it's layers of skin peeled open to reveal an mutated abomination which crawled out into the world.

A noise from above casued Pearl to look up and see hundreds of fully grown versions of the abominations which fell to the ground and stood upright on two hooves, dragon wings spreading from their tan bodies, draconic heads and yellow eyes with slit pupils, their long bony fingers adorned with iron claws, they towered over Pearl at three times her height.

"d..d...DRACONIANS!" she turned and bolted from the boutique, tripping over seemingly nothing, she turned to see a shaddow open its eyes... wait what?!

Pearl blinked as the shadow came to life, standing on all fours it's coat color changed as the embrace of shadows ceased snuggling her visage.

There stood lyra, a vampire.

"w-WHAT?!" Turning around, Pearl saw every single shadow in all the houses that seemed to be watching her from the start suddenly come alive as vampires crawled out of the dwellings.

"WHAT IS WRONG WITH THIS TOWN!" she shrieked as she got up and fled.

"Who's making all that racket?" a voice called from behind.

Pearl turned to see Twilight standing before her with pale skin and a very darkened violet mane, her eyes seemed ghostly white.

"T-twilight! Oh thank Celestia!" Pearl cried. Twilight had become quite a celebrety throughout Equestria and as such, was well known.

"Let me guess, you took a wrong turn and wound up here?" Twilight asked with an amused smile.

The smile made Pearl a little uncomfortable, "u-um no... I uh.. I came here for... vacation..."

Twilight burst out laughing at this which only served to worry the mare further. "oh you poor poor thing... well since you came here to relax, why don't you meet the locals?" she held her hoof out gesturing towards the now war-band sized group of vamponies.

Pearl's eyes shrunk as the blood drained from her face, "y-you... you're one of them?!"

Twilight giggled, "no silly, I made them!" 'well technically Trixie made them, but I made her sooo... ergo I made them...' she added in her head.

Pear's eye twitched as she began to slowly back up.

"I... I... uh... I need to... to..." she struggled.

Twilight laughed, "to what? Run? You bet your flank you need to run!" she gave a whistle to the group of vamponies which signalled them to charge.

"AAAIIEEEEEE!" the mare sprinted in a random direction as the vamponies chased her down.

"And another one bites the dust!" Twilight giggled out as she headed towards her home.

XXXXX

"honey I'm home!" Twilight called out to Cheerilee as she entered the library.

"welcome dear!" Trixie responded as she hopped up to Twilight.

The pale mare shoved Trixie out of the way, "ha ha..." she laughed sarcastically.

Trixie rolled her eyes, "oh you're no fun..."

Twilight found her way upstairs to her fillyfriend's sleeping form, she idly stroked her mane and slowly woke her; placing an illusion spell on her in the process.

Twilight then turned to Trixie, "get everypony ready."

Trixie shifted in place, "you know..." she began, "it would be easier if perhaps... you changed Cheerilee to be like us, it would be mu-" Trixie was slammed into the wall by Twilight's telekinesis.

The Witch's dark glare was menacingly lethal as her ghostly eyes bore into whatever was left of Trixie's soul, "if you _ever_ say that again I will rip the remnants of your soul asunder until there's no life or after life left for you but an endless void."

Trixie fell to the ground and shakilly stood back up, "y-yes mistress..." she turned and left the room with her tail between her legs.

Twilight turned back to Cheerilee and stroked her face, "you're the last piece of my equinity... the light..." tears of blood began to flow down her cheeks, "don't ever flicker out... please..."

Cheerilee's eyes fluttered open as she looked around the room, her eyes landed on Twilight's beautiful lavander form.

Cheerilee gave her signature smile that lit up Twilight's world. The Unicorn nuzzled the awkening pony and helped her out of bed.

Cheerilee gave a long yawn as her body slowly awoke, "oh my! How long did I sleep? I didn't mean to doze off yesterday..." she gave a yawn with a hoof over her mouth.

Twilight smiled warmly at the adorable sight, "you just got a good night's rest... Would you like to go out today?"

Cheerilee nodded eagerly.

XXXXX

Trixie exited the Treehouse to the hellish streets of Ponyville, "PLACES EVERYPONY! PLACES!"

The vampirized denizens of Ponyville rushed around the town.

XXXXX

Cheerilee and Twilight exited the treehouse, though from Cheerilee's ensorcled mind, the town looked awfully different...

The Earth Pony looked up to see a beautiful sunny sky with a few Peagasy flying about, the buildings were as vibrant and pretty as ever, ponies trotted through here and there and laughed as they talked to eachother.

They didn't get far however, when Cheerilee noticed something out of place, "wait, Twilight... what's going on over there?"

Twilight turned to see several ponies huddled around eachother.

"oh they're just welcoming a new citizen to Ponyville, I think her name is Pearl."

Cheerilee nodded approvingly and they trotted along.

The town was fairly nice today, Twilight's friends all greeted Cheerilee hapilly as the two lovers passed by.

"Um, Twilight?" Cheerilee asked nervously.

"Yes honey bun?" Twilight replied with a smile.

"...Where's Applejack? I haven't seen her all day..." Cheerilee asked.

Twilight's face became emotionless, "... she's... on vacation." she said in a stoic voce.

Cheerilee backed up "O-ok..." She didn't know why she felt so intimidated but for whatever reason Twilight's presence scared the living daylight out of her.

Cheerilee put a hoof to her head, "argh..." her vision became blurry as memories began forcing their way to the surface.

"Cheerilee what's wrong?!" Twilight cired, but just by touching Cheerilee, she could feel it... she could feel her illusions begin to melt away.

"Oh Cheers... you're so strong..." Twilight pet Cheeriliee's head comfotingly as she began spasming, "but I can't let you remember, I'm so sorry, it's for your own good." Twilight forced Cheerilee to look into her eyes, "just go to sleep honey... just go to sleep."

Cheerilee fought and struggled but only for a few seconds before she went limp.

This was the twentieth time this month that Twilight needed to refresh her illusionary spells.

A Plume of shadow caught Twilight's attention.

"hm?" Twilight turned to see Luna standing before her.

Luna looked down at the unconcious mare, "and who would this be?"

Twilight waved her off, "nopony, is everything ready?"

Luna smiled, "verilly, the Night Guard are prepared, all of the siege equipment has been sanctioned outside of Canterlot, all we need is a way to take care of Celestia.

Twilight put a hoof to her chin, "actually I may have a solution to that actually..." Luna quirked an eye brow, "indeed?"

Twilight smiled, "how was Celestia able to entrap you?"

Luna blinked, "oh that is most devilishly clever!" the night goddess caught on instantly. "but how doust thou intend to harness holy solar energy?"

Twilight face hoofed, "light isn't holy! It just harmonizes with holy energy more readilly than other elements, light itself is neutral just like darkness or fire or wind or water. Clerical light may require a holy virtue and pure intentions, but arcane light doesn't."

Luna nodded, "will arcane light be sufficient?"

"Only one way to find out." Twilight replied.

Luna smirked, "oh a gambling mare are you?"

Twilight rolled her eyes, "it's not a gamele per se but more of an educated guess, her element is sun light. Period. Therefore any kind of solar energy should work.

Luna leered with a predatory smile, "well then, perhaps we should go now if thou feels so confident in thy abilities."

Twilight shrugged, "O.K."

Luna did a double take, "truly, thou hast become a Witch heart and soul, dost thou not think it unwise to not prepare before hoof?"

Twilight shrugged again, "what's there to prepare for? We bust in, kill the guards, imprison her and that's that."

Luna nodded, "true... very well, no time like the present as they say."

With a flash of light, they were gone.

Trixie trotted over to the unconcious Cheerilee and poked her, "out like a light... *sigh*" Trixie teleported them inside Twilight's tree hosue and set Cheerilee on the bed.

"Poor filly, Trixie wonders how much more of this your mind can take..." Trixie rubbed Cheerilee's head, "but on the other hoof, if you go insane than that opens up room in Twilight's heart for other ponies." she said with a sadistic grin. "sleep tight..."

XXXXX

Luna and Twilight appeared in the royal chambers where Celestia was resting on her bed reading a book.

"Oh Lulu you're back, I- Twilight?" Celestia turned to the two of them.

Twilight snickered, "Lulu?" she turned to Luna who blushed, "silence..." she grumbled back.

Celestia stood upon the ground, "what is the meaning of this? Why did you bring Twilight here?"

Twilight looked at the walls of the octagonal room, "Will the room itself work?" she asked as she turned to Luna.

Luna nodded, "most likely." Then she surged forward at Celestia only to recieve a sharp uppercut at the last second sending her flying backwards and sliding upon the ground up to Twilight.

Twilight looked down at Luna, "I think she was expecting this..."

Luna deadpaned, "verily? We hadn't noticed..." she retorted sarcastically.

Celestia exploded with power, a malestrom of light blinded the other two ponies.

"WELL! IT'S NOW OR NEVER!" Twilight roared over the noise as her horn glowed.

Luna surrounded herself in protective shadow and tackled her sister into a wall nearly cracking through it.

"EASY LUNA! I NEED THOSE!" Twilight shouted as she continued casting the spell.

Celestia swipped her forehoof accross Luna's face sending her flying accross the room and forming a crater in the floor.

Twilight wanted to facehoof, there was no way this room would contain the fight of two goddesses.

"Just... a little... longer..."

Luna ramed into Celestia who met her blow for blow and the two began butting heads, litterally, shadow and light ripped at eachother and scarred the quarts floor, ceiling, and walls.

"just... GOT IT! LUNA NOW!" Twilight exclaimed as a blast of contual light filled the room, Luna teleported just outside the room in the entrance.

When the light vanished, Celestia stood in the center blinking.

"What... what is this?!" she exclaimed as she looked around at the glowing walls, ceiling, and floor.

"You're new home." Twilight said with a cheeky smile.

Celestia charged at the entrance door and smacked face first into the barrier.

Backing away with a shocked expression, her horn glowed and she blasted a beam of light at the barrier which reflected off and hit her straight in the face knocking her on her rump. "H-HUWAH?!" she stared in disbelief.

Luna clopped her forehooves together, "OH THIS IS WONDEROUS!" she giggled like a filly, "Oh Tia, We can't tell thee how long We've wanted to see thou like this!"

Celestia rammed into the barrier repeatedly but it didn't budge an inch, she tried teleporting but the moment her horn glowed, the energy was sucked into the light of the barrier.

Twilight smiled, "it's not so fun when _you're_ the one who's imprisoned is it? Oh I believe this is what they call poetic justice."

Celestia attacked the barrier with everything she had for an hour before giving up panting.

Luna was still rolling around on the floor laughing, "oh! Tis a dream come true! Ahahahaha!"

Celestia looked melancholy at Twilight, "why?"

Twilight perked her head up form her comfortable position, "why? Why what?"

Tears rolled down Celestia's face, "why... I could've given you everything..." she said quietly.

Twilight rose an eyebrow, "what in the hay are you talking about?"

Celestia slowly trotted over to the edge of the barrier and sat, she looked so pathetic in Twilight's eyes, all of that royal elegance and godly power now trapped in a little room, "I love you Twilight Sparkle... how could you not see that?"

Twilight rolled her eyes, "oh blah-blah-blah! Don't get all sentimental on me now, the fun's just begun! And you can keep your misplaced motherly love for the idiots who actually want to be manipulated."

Celestia cast a long disappointed look at her former student, "I could've given you the world."

Twilight slammed into the barrier, "I DON'T NEED YOU TO TAKE THE WORLD!" she screemed with a feral look in her eyes. She recollected herself and took a deep breath, "I am perfectly capable of taking it myself thank you very much." She turned to Luna, "it's time, get the Night Guard ready, I'll inform Trixie to start the attack." Luna giggled before noding and teleporting away.

"Attack?!" Celestia exclaimed.

Twilight looked back to her with a sinister smile, "oh yes, see there's this very very special spell that can break the very laws of the universe, but in order for it to be cast..." her horn glowed and a ball of light floated out which then shot through the ceiling and rested a thousand hooves in the air above Canterlot. "It requires a LOT of sacrifices." she tilted her head with a manic smile, "and what better way to get a near limitless supply of corpses than from a war?"

Celestia's face went even paler than normal, "Twilight... you wouldn't..."

"I already am." Twilight laughed.

XXXXX

Trixie rushed out of the library, "IT'S TIME!" she shouted out to the abominations running through Ponyville's streets.

Hoards of monsters, aflicted ponies, and unspeakable evils filed together at the train station.

Inside of the train were hundreds of weapons crafted from obsidian, everypony and monster grabbed one tool of death or another and then suited up in whatever armor they coul find on the train.

This plan had been in place for a very very long time.

Trixie rushed to the head of the train and started it up with her magic, looking towards Canterlot she smiled insanely, "I can't believe it's finally time! THIS IS A FIGHT TO CHANGE THE WORLD!"

An ear piercing whistle sounded as the train took off towards the city.

Inside the treehouse, Cheerilee groaned as she awoke within the living room, looking to her left she saw the door to Twilight's basement.

Her head pounded with pain and she fell to the floor squirming, "T-twilight... h-help... me..." her body twisted in pain and she swung her head back with a gutteral animalistic cry.

Before she could black out, memories sweapt into her mind.

"TWILIGHT!" Cheerilee hopped to her hooves and looked around for the sorceress but she was nowhere in sight.

The Earth Pony held her head in pain as she slowly trotted over to the basement door and leaned against it. Evidently this was a bad idea as it was apparently unlatched and swung open freely with her weight causing her to tumble down the stairs, "OOH! OW! OOF! GRK! AAAGGGH! OOUGH! Ughhh..." Standing back on her hooves with a dazed head, she shook herself back into her right mind and surveyed the basement.

"h-hello?" Cheerilee called out.

A noise nearly made her jump out of her skin and she hopped around to see Applejack chained to a wall within a cage.

Cheerilee shrieked at the sight. "A-applejack?"

AJ groaned as she came to. "Wha? C-cheerliee? Wh-what're yew doin' here?"

Cheerilee bucked the cage door open with her Earth Pony strength and rushed in to begin taking the chains down.

"Ugh... Cheerilee... run..." Applejack weakilly let out as her head spun.

"Don't worry I'll get you down." Cheerilee said panickedly as she removed the last of the chains and freed her friend.

AJ slumped ontop of the fuchia Earth Pony.

"C-come on AJ... s-snap out of it!" tears welled down Cheerilee's eyes.

AJ shook her head and attempted to regain her bearings, she put her hoof to her chest and a small light filled the room, when it died out, AJ was mostly healed. Hopping to her hooves, AJ charged out of the cage and glared around the room searching for enemies.

"AJ! Wha? How did you do that?" Cheerilee asked completely baffled.

Applejack turned back to her, "Ah was a Paladin fer five years. Probably why they couldn't change meh inta one 'o them freaks! So instead they locked meh down here so Ah wouldn't get in their way."  
Cheeirlee blanched, "THAT'S HORRIBLE!"

AJ nodded absently, "C'mon, Ah heard some 'o them talkin' 'bout what they was plannin' on doin', we hafta get tah Canterlot 'n warn the Princess!"

They charged out of the treehouse and for the first time, Cheerilee saw the town as it truly was, she vomited at the smell of rotting flesh and tears stung her eyes from the aftertaste, she looked horrified at the blood soaked streets and, for lack of a better word, obliterated buildings.

"It looks like the apacolyps tore through here!" Cheerilee breathed.

Applejack nodded grimly, "looks like they all up and left already... we'll hafta hury ifn' we wanna get there befoer its too late."

Cheerilee turned to her, "but... what can we do? We're just two ponies!"

AJ turned to her, "no, Ah'm just a pony, yer Twilight's lover, there's still some piece 'o the ol' Twi in that demon somewhere, an' yall are the only one who can reach her!"

Cheerilee shook as she backpeddled, "but I... I... I-i can't, w-we have to find help.. m-mayb-" AJ belted her accross the face knocking her into the dirt, "DAMN IT CHEERILEE! WE don't have time fer this! Either we go and you snap Twi out 'o this or the WHOLE BUCKING WORLD BURNS!" she screemed in Cheerilie's bruised face.

"So what's it gunna be?"

Cheerilee gulped, "..." she thought about her friends and familly, and her Twi-twi... "O-Ok.. let's do it!" she said with a terrified voice.

AJ picked her up and smiled, "now that's the Cheerilee Ah know!"

They rused to the train station only to find it empty.

"well that sucks..." Cheerilee began, "how are we supposed to get there now?"

AJ hopped onto the dirt ground, "guess we'll hafta hoof it."

"But Canterlot is a half day's ride away by train!" Cheerilee exclaimed.

AJ smirked, "then Ah guess we better hurry."

XXXXX

Twilight sat on the floor infront of Celestia's prison.

"Why are you just sitting there Twilight?" Celestia finally spoke.

"Just making sure that you don't try anything suicidal to escape." Twilight replied plainly.

Celestia frowned at her, "Twilight... please stop this..."

Twilight laughed, "oooh the magick word 'please!' HA!"

"Twilight..."

Twilight rolled her eyes, "actually, no, you know what? I've been wanting an opportunity like this for a long time." she turned around so that she was fully facing Celestia, "YOU!" she pointed her hoof at the goddess, "have never been very reliable!"

Celestia blinked, "how so?"

Twilight gave a laugh, "HA! How so... Where were you when Nightmare Moon first reappeared huh?"

Celestia tilted her head, "I wanted to test you, I wholy knew she would return that day but I chose to let you fight her. I needed to know if you could handle such a foe."

"Oh puuuuleeaase!" Twilight drawled out, "you were just too lazy to do it yourself admit it fat ass."

"Twilight, that's highly uncalled for and I was not 'lazy' I was testing you." Celestia glared.

"Oh yea, let's test a mortal by putting her up against the bucking devil, what could go wrong there?" Twilight rolled her eyes, "stupid bitch..." she added.

"You've just been waiting for a chance to be insolant haven't you? You're a brat you know that?" Celestia snapped.

Twilight shook her hooves infront of her, "ooooh, i'm so offended! Three and a half thousand years of life and that's the best you got? Lard flank."

Celestia rolled her eyes, "at least I'm not a teacher's pet who's to cowardice to stick up for herself! Social outcast!"

Twilight scoffed, "better than a powerless goddess who sends others to do her work and the only time she actually gets off her cake stuffing ass to do something ends up getting it kicked by a bucking changeling!"

Celestia gwuafed, "You insolant little peasant! How dare you speak to me like that you insignificant mortal!"

"AND THEEEERE SHE IS! The self righteous tyrant who who can't even look after her own kingdom!" Twilight hopped up onto all fours and began prancing around with a derped face, "Oh look I'm Celestia! I'm an egotistical twat who banishes anypony who dissagrees with me to the moon or traps them in stone! And I just can't stop stuffing my face with cake! OINK OINK!"

Celestia gawked, "OH look at me I'm Twilight! I'm autistic looser who everypony hated in school 'cause I'm such a gothic antisocial bitch and the only reason my friends stick around me is cause I'm an alpha mare with dominance issues who won't let them think for themselves and can only love myself by seeking validation from authority figures since I have such a pathetic self image! Oh everypony please recognize and accept me! oh~"

"False goddess!"

"Devil wannabe!"

"Slave driving dictator!"

"Acedemic failure!"

"Fat ass excuse for a leader!"

"Dissappointing magical looser!"

"CUNT!"

"RETARD!"

"BITCH!"

"DUMBASS!"

Both mares stood huffing and panting infront of the barrier. They both blinked having realized how immature they were acting.

"Ahem..." Twilight began as she ran a hoof through her mane, "WELL! That was... theraputic..."

Celestia sighed, "what's the point of all this Twilight? What do you hope to accomplish?"

"... to make a new world."

Celestia looked suprised at the answer, "come again?"

Twilight looked off in the distance, "this world has become too corrupt, to broken... imagin if we could start over... if everything could just be undone... Everything could be fixed..."

Celestia frowned, "Twilight you such a thing isn't possible."

Twilight looked back to her with a sad smile, "Anything's possible, it just takes dedication... And power."

Celestia rested her head against the barrier with a sigh, "No matter what happens Twilight... remember that in the end it's the Sorceress' choice that will decide everything."

Twilight furrowed her brows, "you know, Carrot Top said that exact same thing to me... what exactly is that supposed to mean?"

Celestia shook her head, "I can't tell you, nopony can, and no matter what anypony says, it will always be the Sorceress' choice that decides it all... But Twilight"

Twilight turned to Celestia.

"Always know... I love you... so much..." Celestia said with fresh tears brimming down her face.

Twilight turned away, "You've already said that..."

Celestia shook her head, "not as a mother or a mentor, I love you as-" A flash of light signaled Luna teleporting into the room, "it seems thy army is here." Twilight beamed, "excellent! Are you ready for one hay of a battle?"

Luna smiled darkly, Why ofcourse!"

"What are you planning Luna? To pit the Night Guard against the Dawn Guard? Things have changed while you were gone, all of the Paladins both dark and light are comrades. They won't kill their brothers in arms." Celestia said coldly.

Luna scoffed, "who said anything about making them fight eachother?" she laughed, "We are going to be leading them into battle alongside the Dawn Guard!"

Celestia did a double take, "w-what?!"

Now it was Twilight's turn to laugh, "oh yes! Just a friendly game of chess between me and Luna, she has the Paladins within the Palace, and I have my own army of monsters that I raised. So now we'll see who's forces are stronger, the living, or the dead." she finished with a dark grin.

Celestia blinked, "but... wait... WHAT?!"

Twilight chuckled, "let me break it down for you, the spell I need to cast requires a LOT of sacrifices, and there are quite a lot of Paladins here, and not a lot of ponies willing to fight them. So I raised an army that was more than willing to take them down."

Luna joined in, "it matters not who wins in the end, either way, the spell will be powered and that's all that matters."

Celestia fell on her rump and slunked, "Y...you're monsters..."

Twilight shrugged, "tomatoe tamotoe, either way, Canterlot is in for one hay of a battle." she put a hoof to her chin in thought, "I guess you could call it, 'a fight to change the world'" she giggled, "well! I have a siege to lay, ta ta!"

And with a poof of magick, Twilight was gone.

Luna smiled sadistically at Celestia, "how does it feel to be placed in a position as powerless and demeaning as befits thee dear sister?"

"just go..." Celestia said quietly, her spirit broken.

Luna laughed as she teleported away.

Celestia took one small solace in the situation: that Twilight had learned the meaning of 'power' that it's mearly a means to an end. And whatever end Twilight had planned, she was fully committed to it, an absoloute commitment that drove her forward with terrifying ferocity.

A rueful smirk played accross Celestia's face, "my little pony... my little Twilight... you wold've made such a wonderful Princess..."

XXXXX

Twilight stood on the precipess of change as she lead her army of abominations towards the edge of Canterlot's walls.

"Let the games begin." Twilight said with a smile as she morphed into her witchcraft form with its long serpantine body, pale skin with dirt splotches, darkned mane, empty eye sockets, blackened teeth and forehooves made hands with six tendrills from her sides and four pincer-like limbs.

The monstrosity began banging their weapons against their armor as they roared and snarled in their incomprehencible language.

Atop the wall, Paladins filed their ranks and pulled out enchanted crossbows as they redead the oil pitch rigs.

Luna sat watching from the highest tower's balcony as Twilight's forces began closing in.

*this war is ours, escape the fate*

Trebuchet launched several boulders at Canterlot's stone walls punching holes in their defenses.

The Paladins returned fire with their enchanted crossbows which fired full force at the invading armies.

*_WE-HAVE-TO-FIND-A-BET-TER-WAY! OUT-OF-THIS-TREG-E-DY! AS THE BATTLE RAGES ON! BLOOD STAINS ON THE GROUND WE'RE ON!*_

Vampire Pegasi charged in from above only to be shot out of the sky by anti balistas which impailed them with silver harpoons, their bodies fell limply to the ground sputtering blood along the way.

A magick barrier surrounded Canterlot's walls as the armies drove closer, the barrier itself was deployed from a series of charger hearts around the city walls.

*_MY EARS HER ON-LY SCREAMS! BRAVE SOLDIERS ARE DY-ING!_*

Battering rams crashed into the walls of Canterlot as Vampires and demons cast unholy spells on the barrier until the shield cracked and shards of magick-stuff fell upon the two forces dismembering dozens of soldiers on both fronts.

Paladins poured hot oil over the edge of the walls onto the forces below at the front gate, monster ponies screeched as they ran around in panick with their flesh melting off.

Stake hurlers launched large wooden spears up upon the walls impailing archers off into the interior of the city.

Generals rushed to the city gates with their frontline soldiers behind them.

*_ONE SPART-AN STANDS A-LONE AND SHOUTS, THIS! WAR! IS OURS! THIS WAR IS OURRRRS!_*

Tunnelers dug at an area near the gate and mined their way through into the city before poping up having destroying the column foundations. Paladins killed them on sight, slicing their heads off and impailing them through the hearts.

The wall over the tunnel collapsed with several cracks forming along the walls, the soldiers uptop flailed their limbs as they fell to the ground and were crushed by incoming chunks of wall.

Twilight's forces pooled in through the breach even as the remaining archers rained bolts upon them only to be crushed by the still active trebuchets.

Twilight joined the fight as she slithered through the masses, launching fire balls and lightning bolts at anything she caught sight of.

*_Yes I will see you, through the smoke and flames, on the front lines of waaaaaaar(we have to find a better way)_*

Twilight slammed into a row of soldiers, swipped anothe with her tail, and punched the ground with her fist opening up a vortex into Tartarus whereupon demons came flying out and began latching onto Paladins sinking their fangs into the pony's necks.

Twilight's armada charged throgh the streets cutting down all in their path, soldier and civilian alike; blood trailed along the cobblestones and fires began breaking out through the homes.

Luna stared down at the chaos from her tower, "beautiful..."

AJ and Cheerilee finally made their way to Canterlot panting and heaving just in time to see the chaos unfold.

*_and I will stand my, ground until the eeeeend 'til we counquer them alllllll(we have to find a better way)*_

AJ' mouth dropped at the seen, demons were flying about the sky, Paladins were being cut down as they struggled against the massive hoards of monsters and the once proud city gate now lay in shambles.

"W-we're too late..." Cheerilee fell on her rump.

"Oh no we ain't! Not until our hearts stop pumpin'!" she picked Cheerilee up and threw her on her back and charged towards the city.

*_through the fi-re and the flames! A sea of dead drives ponies insane! We are defi-ant to-the-cal! This is as far as it will go!_*

Paladins swiped their swords at half dragon half ponies abominations only to have their blades trapped in stone when their opponant was felled, "DRACONIANS!" one of them yelled before his head was bitten clean off by a vampony.

*_the battle ends ontop of here! this is where we conquer fear! On blackout armed with our swords, This. War. Is. Ours! Yeah! This war is ours!*_

Applejack and Cheerilee reached the gates and waded through an ocean of blood and pony corpses, dead Paladins, vamponies, demons, and unspeakable abominations littered the streets.

AJ picked up a sword, "Stay right behind meh, understand?!"

Cheerilee nodded with a gulp.

Inside the city, Rainbow Dash charged her way through hoard upon hoard of Paladins taking their holy attacks like they were nothing.

*_Yes I willl seee you! through the smoke and flames, on the frooontlines of waaaar_!*

Fluttershy lead a war band of lycans who tore through the archers overhead and caught any stragglers left behind.

*_Weee have to find a better way!_*

Pinkie's black sludge body oozed through the streets and trapped the Paladins in place before racing up their bodies and consuming them in muffled screems.

Innocents screemed as bodies burned and their famillies were slaughtered in crossfire.

The Paladin generals rallied their allies into a line, they gathered their shields into a turtle shell with spears poking out between them.

*_And I willl stand my! ground until the eeend 'till we conquer them allllll. we have to find a better way! 'till we conquer them allllll!*_

The undead army crashed upon the shield wall, many of its unholy members died, but their carcases braced against the Paladin and began pushing them back, but they refused to stop. "HOOOLLLLLD!" they braced agains the tide of bodies that began slamming against the shield wall. The Paladins blasted out clerical light singing the vamponies and demons around them and thrusted their spears killing a few here and there.

Cheerilee and AJ ran through the battling armies, Cheerilee tripped and faceplanted into the cobbleston, she looked up and heard the gutterall screems of dying soldiers. Time seemed to slow down as she looked around at the sea of dead bodies, monsters and Paladins ran through at a snails pace, the fire tongues licked with barely any momentum.

*_...yyyyeeessss I willlll leaaad youuuu through the smoke and flaaaames_*

She saw two very young foals screeming for their parents, a vampony lunged at thim and snapped her jaws down on the colt's neck and tore it out, the filly screemed and skeetered backwards on her back but the vampony lunched on her as well and chomped down on her maw ripping half of her face off, the muscle tissue tearling like taffy stretched too far.

*_oooon the frooooontlines of waaaaaarrr..._*

Cheerilee turned to the side to see another Vampony headed straight for her, she panicked until she saw a crossbow laying next to her, she snatched it up and fumbled with the device in her hooves.

*_yeeess I willl stand my, ground until the eeeeenndd_*

The bold launched from the crossbow and nailed the vampony through the mouth, ripping through the back of her neck, black blood shot out from both entry and exit points of the wound. The creature fell to the ground dead.

*_tilll we cooooonquer them alllll_*

Applejack hopped into her view, "WHAT THE HAY ARE YALL DOIN'?!" more vamponies jumped into view. AJ swung her blade around and decapitated one vampony before bucking the next in the chest sending him flying through the air.

*_we will coooonqer them alll_*

AJ ripped through another two vamponies before impailing a draconian and dropping her trapped blade, she snatched another one up from a dead Paladin and jumped ontop of a charging demon.

*we willl cooooooooonquer them aaalllll*

AJ knocked the demon to the ground and jabbed the blade into his face, she grabbed the blade with her hooves and yanked the blade out only to stab it back in again repeatedly.

*_weeee will cooooonquer them aaaaaAAALLLLLLL!*_

"RRAAAAAGHHHHH!"

*This war is oouurrs! YA! THIS WAR IS OURS!*

AJ turned back to Cheerilee and held out her hoof.

*_yes, I will see you! through the smoke and flaaames, on the frooontlines of waaaaaaarrrr!_*

Cheerilee swallowed hard and grapped AJ's hoof, together they charged through the rest of the diminishing soldiers towards the castle.

*_aaand I willll stand my! ground untilll the eeend, 'til we conqueeer them allllll! So I will fight my! baaatle 'till I fallll!_*

The last of the Paladins exploded with holy light setting the abominations around them ablaze just as much so as the rest of the citie's buildings.

*_And I will conquer them allll! 'TIL WE CONQUER THEM ALLLLLLL! WAR! WAR! WAR! WAR! WAR! WAR! WAR!*_

AJ and Cheerilee finally reached the interior of the castle, most of the guards were dead, bodies littered the halls, they wondered just how far Twilight's forces had gotten...

_*go! Ya! this is waaaar! WAR! WAR! WAR! WAR! WAR! WAR! WAR! THIS IS WAAAR!_*

The two ponies made thier way towards the top of the tower when an explosion shook the entire castle, "what the hay was that?!" "I don't know!"

XXXXX

Atop the tower, the ceiling had been completely torn off, the light above the city which started as just a small glow had now become a giant sphere of golden light, with every death it grew larger and larger, swallowing up the souls of the recently deceased. Now that it was large enough, Twilight's demonic form coiled underneath it and she lifted her arms to the heavens, a cyclone of golden light enveloped her forming a ragin twister of gale winds that shredded most of the tower's interior. On one edge stood Luna, Rainbow Dash, Pinkie Pie, and Flutttershy.

"FINALLY! IT'S TIME!"

XXXXX

Celestia jumped at the booming noise, "no... NO!" she looked out through the barrier covered window and saw the skies turning dark, she finally knew what Twilight was planning. "Oh Twilight, tell me you're not so foolish as to cast that spell!"

That was it, Celestia couldn't stand idle any longer, her horn glowed to an almost unreal birghtness.

The sun itself began shrinking in space as hydrogen and mass were lost.

Celestia cried out in pain and fell to her kneese as her bones cracked and blood sputtered out of her mouth, but she didn't stop. She slaughtered more and more of the sun shrinking it smaller and smaller until it became a red dwarf.

A gutteral ear piercing screech shot from Celestia's mouth as she began spasming on the ground with tears pouring from her eyes, yet still she did not stop.

The sun continued to shrink smaller and smaller until it begame a brown dwarf.

An explosion launched from Celestia's body, her ethereal mane became a pink curtain and her body shrank to that of a normal pony, her cutiemark vanished and she was left panting in short bloody rasps. Her wings ripped at the joints and fell from her body; she crawled accross the floor leaving a bloody trail in her wake with her too large armor pieces falling off.

At least she reached the barrier, she crawled through it, the solar light searing her body and burning bits of her skin to crisps but she made it through somewhat alive.

There she blacked out.

Cheerilee and Applejack entered into the bedchamber foyer of the tower where they came apon Celestia's unconcious form.

"CELESTIA!" AJ cried as she charged over and wrapped her hooves around the Alicorn... Unicorn...

"O-oh Celestia... wh-what have they dun to ya?" Applejack was in tears. She pressed her head to Celestia's leaked out all of her clerical energy into the mare.

Celestia's body slowly healed and her eyes fluttered open, "hm? Applejack?" she slowly got to her hooves, "Oh Celestia... wh-what happened?" Applejack asked with a quivering lip.

Celestia shook her head, "no time... Twilight... stop..."

AJ nodded, Cheerilee was left speechless.

"c'mon, we hafta hurry!" AJ cried as she let the other two ponies up the stairs to the top of the tower.

Twilight stood within the raging cylcon as her ultimate spell charged up to maximum power.

"TWILIGHT!"

The Witch did a double take while floating in the air and turned to her right to see AJ, a very different looking Celestia, and Cheerilee.

Luna burst out laughing, "Well that explains the sun! HA! Dead gods grant no miracles!"

Fluttershy and Rainbow Dash even in their current forms still cringed at the sight of the defeated Princess.

"Twilight!" Cheerilee cried out, "please! Just... just stop this!"

Luna's voice cried out to Twilight's left, "NO! We've come too far and sacrificed too much to stop this now! Besides... There's no turning back at this point."

"LIAR!" Celestia screemed to Twilight's right, "I know what spell this is, and it can be used for just as many selfless reasons and selfish, Twilight, you can undo all of this! Make it like it never happened! You can fix everything and be a hero!"

Dash shouted from Twilight's left, "Don't forget what you promised all of us! A new world! A better one! Did we come this far? Did so many of our friends die for nothing?!"

Applejack yelled from Twilight's right, "nopony else has tah die fer this! Yall can stop this madness right here and now!"

"please Twilight," Celestia pleaded, "you can fix all of this..."

Luna shrieked, "NO! NO! WE DIDN'T KILL THOUSANDS OF PONIES AND SACRIFICE SO MUCH JUST TO QUIT NOW!"

Cheerilee yelled, "And when will it be enough?! Won't you be happy until everypony's dead?! Untill all your friends and everything you know is GONE?!"

Twilight began hyperventalating as the two sides yelled at her and eachother; she blinked, 'this is it... no matter what happens, no matter what anypony says... in the end it's the Sorceress' choice that matters...'

Looking to her left, she held out her hand, 'undo the world...'.

Looking to her right, she held out her other hand, 'undo myself...'.

Twilight brought both of her hands together, 'This is the Sorceress' choice... so...'

Twilight clutched her hands shut, "what do I choose?..."

END OF CHAPTER!

A/N: what does she choose?

O.K. bit of a rant, after I finishe up the last chapter of this tomorrow, I'll get back to Caught in a Bad Romance. Hopefully after that I can get back to my other three big stories.

O.K. end of rant. REVIEW IF YOU LIKED!


	9. The Sorceress' Choice (endings 1 and 2)

Chapter 9(alternate ending), The Sorceress' Choice, Undo the World

(yes I decided to put the alternate ending first. Deal with it)

Twilight stood within the whirling vortex as she looked to her left and to her right.

'undo the world... undo myself...'

Looking up through the vortex at the most powerful magicks in existence, she closed her eyes and cast the forbidden spell.

'I wish...'

The sky ripped apart tearing the gate to heaven asunder.

"NO!" Celestia cried as the wish spell was cast, the gateway between the mortal realm and the world of the gods was torn apart revealing a pure white beam of light that shone down into the vortex.

Cheerilee's eyes became pinpricks, "Twilight... what have you done?!"

AJ gulped, the ground shook and and cracked beneath them, "w-we hafta git outta here!" she exclaimed as she hopped to another spot as the ground beneath her gave way.

Rainbow Dash and Fluttershy smiled hapilly, 'finally...' they thought benignly, 'the dream can be realized...'

Luna laughed hysterically, "YES! FINALLY THE DAY HAST COME!"

Twilight's demonic body began floating up through the light; Luna stepped into the vortex and floated next to her.

The two ponies lifted higher and higher and higher.

Twilight then put her hand behind her back, a black crystal forming from it.

"Luna... thank you so much for guiding me all this time..." Twilight said quietly as they ascended through the light.

Luna looked at her with a puzzled expression, "well... thy welcome Twilight..."

"And... I'm sorry." Twilight impailed Luna with the black crystal, an explosion of black unholy energy filled the sky.

A screem sounded.

Luna looked with shocked eyes at Twilight's emotionless face, "Wha... why?" she sputtered through the black blood seeping out of her mouth.

Tears brimmed in Twilight's eyes, "this is something that only I can do alone." she choked out.

"bu-but without Us you won't be able to sustain the Aethereon Backlash!" Luna cried as she felt her godly power being sapped away by the crystal.

Twilight bit her lip, "I know... I don't plan to survive. I'll be the last impure thing of the old world... I'll have to be removed as well or the new world can't ever truly flourish... I'm so sorry Luna... I love you." Another burst of black light blotted out the sky as Luna's power was vamparised into Twilight.

Celestia looked up from the ground to see her sister's body fall from a thousand hooves in the air and crash into the ground with a sickening crunch, her mane was turquise, her cutie mark gone, and her chest a gaping hole exuding black blood.

"LLLUUUUUUNAAAAAA!" Celestia scrambled over to her sister and picked her up in an embrace and wailed in mourning. Applejack yanked her away, "I'm sorreh Princess but we don't have time fer this! WE HAFTA GO NOW!"

Celestia shoved her off, "go... just go without me..."

"CELESTIA!" Cheerilee cried.

The dead goddess looked to the teacher with an eerie calm, "leave... go spend your last few hours with whatever friends or familly you have that still live."

The Castle began to crumble and break apart.

"b-but!" Cheerilee began, but AJ yanked her out of the room, "This place is comin' down, we gotta book it!"

"But! Celestia!" Cheeilee pleaded.

AJ stopped and sighed, "she's made her choice... now we hafta make ours!"

The two Earth Ponies fled the building, the Pegasi also left the top of the twoer through the window.

Pinkie... Pinkie stayed, she had nopony left...

The tower crumbled with Celestia, Luna, and Pinkie in it. A plume of smoke covered the entire city as it fell.

Cheerilee and AJ managed to flee far from the destruction of the city, wading through the sea of corpses, they found their way to the city gates and turned back. A ruined city met their eyes...

XXXXX

Up in heaven, Twilight landed in a silver city of clouds, there she saw a bipedal being with an extremely human appearance save for the six large wings each adorning seven eyes. The being was shrowded in a white robe with a hood that covered most of his face, he sat reading a book with his back leaning against a tree.

The god looked up from his book and saw Twilight's demonic form.

"W-what?! N-no! This isn't right! This isn't supposed to happen!" So shocked was Archive god of knowledge, that he didn't even notice when Twilight charged him with a black crystal spear in her right hand.

"THIS ISN'T RI-HURKKKLLLLLGGGHHHH!" The crystal impailed him and sapped out his godly power.

Archive fell to the ground grey and lifeless.

"What is the meaning of this?!" Death roared as he walked into the garden.

Twilight turned around an held the crystal point up as she smiled, "just a little renovating." she slithered towards him at terrifying speeds.

Death dodged and whipped out a scythe from the cloudstuff which manifested into solid holy steel.

A deadly battle insued, either one striking a single successful hit would end the battle entirely.

Creation and Nature ran out to investigate the commotion only to find Death in his true form, swaddled in bonmeal plate armor with silver eyes and wielding a giant scythe as he hacked away at a serpantine Witch.

Just when Death thought he'd gotten a successful hit, Twilight's body melted into liquid.

The black crystal impailed him from behind, "gotcha." Twilight sneered.

Death coughed up blood and spasmed as he fell to the ground, his power being siphoned off into Twilight's.

"WHAT ARE YOU!" Nature cried as Twilight rose from the dead god's body to face her.

"I'm Twilight, nice to meet you. HHYAAA!" she rushed the goddess with her deadly spear.

Nature rose a green sheild of magick but Twilight teleported behind her and stabbed her from behind, "I know everything you're going to do before you do it." she whispered with a sadistic tone in her voice before yanking the crystal from Nature's back, her wings fluttered as she fell through heaven's ground.

XXXXX

Cheerilee and AJ stood before Canterlot's city gates when the noticed somthing in the sky, looking up, they saw a body heading straight for them at terminal velocity.

Hoping out of the way, they watched as a dead god slammed into the ground forming a crater.

"Wha?! Oh... What..." Cheerilee stammered.

AJ felt bile rise in her stomach, "its... an elder god..." looking around, they saw body after body of dead gods fall from the sky and slam into the earth.

"Why... why is this happening..."

A boom sounded out from above, the two ponies looked up to see Twilight floating in the sky, but not as they'd remembered her, now she stood looking much like the elder gods themselves, but with a violet robe in place of white and a horn atop her head, six white wings attatched to her back.

Twilight held out one hand to her left, a darkness spread from it and spread throughout the land blotting out the sky, from her other hand, darkness spread to the other side of the world.

XXXXX

Rainbow Dash and Fluttershy held eachother tightly as they smiled up into the dark sky.

AJ and Cheerilee gulped as they huddled in fear.

Spike And Rarity kissed one last time.

Ponies panicked throughout the world.

A religious Pony huddled into himself and rocked back and forth with twitching eyes, "Stay faithful for the end is nigh... When darkness shrouds the land... the end of days shall come."

XXXXX

Twilight looked up into the shadows, then looked down to the planet and spoke, spoke with the power of all the gods in heaven and earth, "LET. THIS. WORLD. **BURN!**"

XXXXX

"hold ye familly and friends tight to your bosom for non shall be spared..."

XXXXX

Foals cried out as mothers embraced them in tears. Families cowered in their homes.

XXXXX

"As the end draw nigh, we seek forgiveness. As our sins grieve us, we see ourselves in this game of chess.

Forgive us new goddess for we have offended thee. Forgive us with your passion and make our souls free.

As your judgment comes down we look to thee up high. And there we see... fire raining from the sky."

The Pony bowed his head as meteors crashed into the city and obliterated all life.

XXXXX

Twilight watched as domes of light surrounded the entire planet, white hot fire burned everything in its path. "my will... be done." The planet was roasted alive.

And then... all was silence.

Twilight floated down to the earth and walked over the ashes.

Holding out her hands, she spoke again, "LET THE WORLD BE REBORN!"

The ashes dissappeared, the entire landscape reforged itself, montains moved, oceans resurfaced, volcanoes erupted, the entire planet reconstructed every fabric of itself... every fabric but one...

Looking ahead of her, Twilight held her hand out and a tree emerged from the soil, an enormous tree bearing white apples.

Twilight spoke again, "LET ONLY THE KNOWLEDGE OF GOOD BE BORN THROUGH THIS FRUIT!" The white apples turned red.

Now came the hardest part...

Twilight held out her hands towards the soil, "LET THERE BE LIFE!"

Six bodies rose out of the soil, a male and female of each of the three races.

Twilight smiled, exausted, she fell to her kneese, bits of her body began desintigrating into the air, "Aethereon Backlash..." she mumbled as her body broke apart, her godly power faded, her lifeforce began draining, but even as she fell to her hands and coughed up a smokey powder of blood, she smiled.

"I... destroyed the world..." her arms broke and faded into ash, only her head remained. "and made... a new..." her eyes closed and her head blew away into dust spreading throughout the new world. One without evil. Without hate or war or crime. A perfect world.

A world of happiness.

The End.

Chapter 9(canon ending) The Sorceress' Choice, Undo Myself

Twilight floated within the light and looked at her hands.

'undo the world... undo myself...'

Twilight closed her hands and looked into the sky.

"Is it really worth it?" she thought aloud, her voice to quiet to make it through the gale winds.

Twilight looked to her former mentor, to Cheerilee, and to AJ. She thought of all the times before any of this started. Thought of the fun times with her friends, of the laughs. The happiness... The love... the friendship...

She closed her eyes.

'I wish...'

"NO!" Luna shouted as a white light envoloped them all.

Twilight saw everything freeze... then it began to rewind. She saw the battle replay itself backwards, the armies, the gates, Ponyville, Carrot Top, the Witchcraft, Luna.

XXXXX

The light dissapeared, Twilight opened her eyes.

As Twilight and her new marefriend were heading back to the hotel, they were both halted by a pegasus in golden armor "Twilight Sparkle?" he asked in a monotonous tone.

The magius stopped "yes?" she asked.

The pegasus continued "the high Princess Celestia requests your presence at once."

Twilight blinked, but shook her head, she looked back to Cheerilee with a sheepish smile "I'm sorry Cheerilee, I'll have to catch up with you later, meet you back at the hotel?" she inquired.

Cheerilee was a little put off at having the librarian stolen away from her but covered her annoyance with a smile "ofcourse dear!" she replied.

Twilight turned and folloed the pegasus towards the Canterlot palace, while Cheerilee found her sight glued to the librarian's rump, watching it sway back and forth with each step.

Before she knew it, the teacher found ehrself drooling and quickly wiped her mouth before trotting a bit depressedly back to the hotel.

XXXXX

Twilight entered into the palace and headed up the stairs eagerly, excited to see her mentor after so long.

"ah! there you are my student" a soothing voice sounded from atop the ascention.

"Celestia!" Twilight exclaimed as she charged the rest of the steps to finally meet her mentor.

"it is good to see you Twilight, I tried to send a letter to you, but Spike replied that you were already in Canterlot with a friend." she stated with regal bearing.

Twilight rubbed the bakc of her head with a forehoof in embarassment.

The Princess let out a good hearted laugh before walking towards her chambers "come" she ordered, and the librarian followed without a fault.

Once they had entered into the Sun Goddess' private room, Celestia's demeanoer changed completely, she looked almost melancholy.

"Twilight..." she began, with a hint of sadness in ehr voice, "you... how do I put this..." she walked over to one of the walls, staring at the picture of her sun symbol.

Twilight tilted her head in confusement "um... is... something the matter?" she asked nervously.

Celestia sighed before turning back to the mage "depends on how you look at it I suppose..."

Twilight furrowed her brows at cryptic coment "how do you mean?" she asked, her face starting to show worry, why did Celestia pull her into a private room, why was she so uncomfortable talking about this? what was going on?

Celestia sighed yet again before answering, "you are a mage of aetherias... an extremely rare group of magi who are capable of learning all schools of magic, regardless of differentiation, or of alignment... and... well, I'm not sure how else to put this so..." Celestia took a deep breath only to huff it out.

"your tutilage under me shall be put on hiatus, only temporarily ofcourse but... it needs to be done..."

Twilight felt her heart stop; "wh...WHAT?!" she nearly roared at the Princess, tears beginning to build her eyes, did she do something wrong? did the Princes not approve of her anymore was she not good enough?

"Twilight, please calm yourself, this is merely part of your training" the Princess chimed, and though this did calm the frantic unicorn somewhat, it still left her with a milion questions buzzing in her head.

"quite simply..." the Princess started "you will... begin learning in..." Celestia looked away and practically cringed at the next words "black magick" she finished, regretting already the choice she was making, but she loved her student like a daughter, and she wasn't going to let her lawful good alignment prevent Twilight from being all that she could be.

Twilight blinked...

"Sorry Princess... but I can't."

Celestia blinked, "gawahuh?" Most certainly that was the last response she had been expecting from her student.

Twilight smiled, "I've realized something... I don't need power as much as I need those I care about. Power is just a means to an end, and... I guess I've decided that I didn't like the end that was in store for me, besides, I think I can be content with just being me." she said hapilly.

Celestia looked... dejected... "B-but Twilight, this is a once in a lifetime chance... I'll never offer smething like this ever again!"

Twilight backed up a few steps, "what?"

Celestia froze, "... That is... I mean..." she shook her head, "never mind... I... it's O.K. Twilight, this is your choice, you're free to decide whatever you wish."

Twilight furrowed her brows, "you sound like you're dissapointed..."

Celestia blinked, "excuse me? What exactly is that supposed to mean?" she asked defensively.

Twilight cocked an eyebrow, "Princess... what's going on here?"

Celestia lookd shocked that Twilight hadn't backed down, "Twilight you're being ridiculous."

"And you're anxious, do I make you nervous?" Twilight countered as she trotted closer to the sun goddess.

Celestia stood to her full height, "I don't know what's gotten into you Twilight but I will not tolerate this kind of behaviour!"

Twilight didn't submit, she continued to trot towards Celestia who now began backpeddling, "you're hiding something... what. Is. It?"

Celestia began to sweat, something she'd long since forgotten how to do.

Twilight realized how out of character she was acting compared to her past self and paused, "My appologies I'm not quite sure what came over me... have a nice day Princess." she bowed and left.

Celestia sat and blinked in a state of pure confusion.

XXXXX

A month passed, Twilight and Cheerilee's relationship had ended on mutual terms, that is to say; Twilight had figured that she'd caused Cheerilee enough trouble despite history being rewritten.

Cheerilee was heart broken for a weeks but she recovered and mooved on with her life.

Twilight was depressed but consoled herself in the fact that all of her friends and familly were alive and well, perhaps wanting to destroy the world was going a bit too far... still, she'd learned quite a bit during that adventure. She may not have truly experienced any of those incidences in reality as of the time change, but that wasn't so bad considering that Twilight still had her memories, and with them she held all the knowledge of Witchcraft.

Ofcourse she'd keep that little detail strictly to herself.

Trixie had challenged her to a duel, to which she'd responded in a much more Twilight-esque fashion and ended up resolving the issue without needing to kill anypony.

Time flew on, Twilight acted as ponies expected to act despite hiding her true dark personality by nudging it under the bed like a foal's messy room. Was she happy? No, not truly. She looked it certainly; even during Equestria's future crisis after crisis, she acted exactly as the old Twilight would have... the mage Twilight... Even though the Witch Twilight leered out from under the mattress with empty hollow eyes.

Time passed and passed, Celestia told Twilight that she and her friends should attempt to reform Discord, it was hectec and, to be honest, Twilight was secretly entertained by all the problems Discord caused.

Spike decided to take care of everypony's animals while Twilight and her friends went to the Equestrian games to help Cadence with an issue. Everypony learned some good lessons about friendship and Twilight found solace in so far as she was glad that her friends weren't all dead; she enjoyed each of their quirky personalities and life would be quite mundane without them.

She'd gotten back in contact with Trixie and the two had actually become good friends.

Life drawled on, normal day after normal gouge-my-bucking-eyes-out-this-life-sucks- day.

One night Twilight was up late studying, or atleast that's what it looked like, but in truth she was trying to figure out how to practice her Witchraft without getting caught or seeming suspicious when there was a knock at the door.

Twilight answered it to find a package awaiting her... with a note from Celestia no less.

It instructed Twilight that this was a spellbook from none other than Starswirl the bearded... and that there was a particular spell that Celestia wanted Twilight to perfect.

"ooooooooh!" Twilight loved a challenge...

*24 hours of chaos later...*

Getting all of her friend's cutie marks back to their proper owners was no easy feat, but through perserverence and friendship, they managed.

All were laughing when Twilight was suddenly lifted into the air by a beam of magickal light.

"Woah! What's going on?!" Dash exclaimed, "Dunoh!" AJ yelled over the storming winds.

XXXXX

Twilight shook her head as her mind came-to on the astral plane.

"huh?... wha..." she looked forward to see none other than Celestia standing before her.

"PRINCESS?! Wait... what's going on here?" she said with a deadpan, first months of no contact other than official business, then the spell... and now this?

Celestia trotted over to her and made a little speech about Twilight's study of friendship this and, learning great lessons that; after a while Twilight felt like she was going to gag.

"CELESTIA!" she shouted in the Alicorn's face.

"... Well... " Celestia looked taken aback.

Twilight frowned and increased her body size by soaking up energy from the Aether. Storming up to Celestia and shoving her maw into the goddesse's she glared into Celestia's eyes, "WHAT IS UP WITH YOU?! Four months and not a single letter of conversation? Not once have you made any effort to contact me, then you send a legendary spell that completely bucked up the Elements of Harmony, then out of nowhere you decide to make a private phone call in the Astral plane?!"

Celestia backed her head away in shock, never before had Twilight EVER talked back to her like that.

Twilight brought her head back and sighed as she attempted to calm herself, "O.K... Princess," she said in a calm tone, "please would you explain the situation to me?"

Celestia looked crestfallen, "I... do suppose I owe you an explanation of sorts." Twilight's eye twitched in annoyance but she kept her mouth shut.

Celestia inhaled through her nose and looked Twilight in the eyes, "I... have been... afraid to speak with you... I wasn't sure just how aware you were of the situation..."

Twilight quirked her eyebrow, "come again?"

Celestia groaned, "I... I thought you might have figured it out somehow... I panicked... I... I wan't you to be immortal Twilight... I'd hoped that through learning black magic you might have figured out a way on your own... but now I see that an alternate rout must be used."

Twilight felt rightly confused at this, "um... apologies Princess but this isn't really making a lot of sense to me, care to elaborate?"

Celestia chuckled, "I want you to be by my side forever. And that ofcourse would require eternal life considering... what do you think this has all been about?" she waved her hoof in the air, "I've been grooming you for leadership, you weren't just my student Twilight, you were my apprentice."

Twilight blinked, "_was_ an apprentice?"

Celestia smiled, "yes... that apprenticeship ends here and now... and what comes next well, that's were this 'phone call on the Astral plane' come's in. I want you to live forever Twilight... I want you by side on a permanant basis."

Twilight needed to sit down, she plopped down on her rump as her brain attempted to process the information. "You... want me to be... are you saying that you want... I'm confused, what do you gain from this? An eternal friend? Another sister? An heir?"

Celestia frowned, "you still don't get it..." she said shaking her head, "ever since I first saw you during your magick exam... I knew you were special." she looked off into the ethereal currents of the universe, "at first, it was merely a stutend teacher fascination. I loved how powerful you were becoming, and at such a young age too... the years passed on and that admiration grew; we became close. Very close... I think deep down I began to love you like a mother."

Twilight blushed, "yes I sort of figured that out... but-"

Celestia held up her hoof, "and that love grew into something much stronger. It became pride and respect... and... well it became genuine love."

Twilight tilted her head, "what... do you mean?"

Celestia rolled her eyes, "ugh, for such a smart pony you can be really thick sometimes..."

"HAY! That was uncalled f-mmph?" Twilight's protest was cut off as Celestia planted her lips on Twilight's

Twilight stood in shock, but soon closed her eyes and leaned into the kiss.

A light flashed throughout the Astral plane and Twilight felt her soul change. Well... not so much _change_ as added onto.

XXXXX

Twilight fell back into the physical plane, but something felt different... both physically and spiritually... even mentally!

Her friends exclaimed when they noticed Twilight's wings.

The next few hours were a blur for Twilight her internal psyche tried hard to keep up with the pyschological trauma bombarding it. Her mind was filled with all the knowledge of good an evil, the wisdome of a thousand sages and the voice of an emperor. The will of a dictator and the strength of a Titan. The immortality of one who would never know death... and the power of a true god.

XXXXX

A ceremony was held, Twilight was unable to stay with her friends being that now she was royalty, but she'd learned to deal with it, especially with the prospect of having partial control of an entire nation! Not to mention having the love and adoration of the one pony she respected above all else. Twilight felt a perverse satisfaction with Celestia's love. Almost as if she finally held dominance over the most powerful being in the world; and that thought made her more than a little wet between her haunches...

Princess Twilight and Princess Celestia trotted through the castle; they were discussing the terms of Twilight's Sphere, that is- her divine jurisdiciton. Every god and goddess had one.

So what then... would Twilight be goddess of?

Luna chanced upon them in the hallway, "... Tia... Twilight..." she said mirthlessly.

Twilight smiled awkwardly at her. One of the (dis)advantages of rewinding time was having certain knowledge, and the knowledge that Twilight possessed was that of Luna's affection for her...

Twilight gave Celestia a kiss on the cheek before leaving the room, "I'll just... go out to the gardens for a while."

Celestia gave her a smile in response and watched until she left the room.

Once the door shut, she stared at her sister with a blank expression.

XXXXX

*Sounds of Silence: Simon and Garfunkel modified.*

Twilight looked out to the gardens, her enchanced senses saw the world in a whole to light, she could literally hear colors and see sounds.

As the benign plants around Canterlot's garden made her smile giddily, she held up her hoof, a butterfly landed on it, she smiled and opened her mouth, _"hello darkness, my old friend... I've come to talk with you againnnnn..."_ she lifted her armored hoof coverd in a royal horseshoe high and the butterfly took off into the sky. _"because a vision softly creeeeping... left its seeds while I waaaaas sleepiiiiinnngg..."_

Up many thousand hooves above the garden, Celestia smiled down at Twilight from her tower's balcony, _"she's like an adorable little foal exploring the world for the first time..."_

_*And the vision that was planteeed in my brain... still remains...*_

Celestia leaned her head on the railing.

*_Within the souuuuundd...*_

Luna trotted up next to her.

*_Of silenccceee..._*

Luna turned to Celestia with a glare, "thou seems amused with thyself."

*_in restless dreams I trot alooooone... Narrow streets of cobblestoooneee..._*

Celestia smirked triumphantly back at her sister, "oh yes quite, and why wouldn't I be? My special somepony will now be with me forever, literally."

*_'Neath the halo of a streeet lamp... I turned my collar to the coolllld and damp... When my eeeeyes were stabbed by the flash of a neeeon light, that split the night..._*

Luna shoved her face in Celestia's "THOU CHEATED! Thy imprinted thyself on Twilight's soul without her knowledge or permission during that little 'ascention to godhood'!"

Celestia flinched at the revelation of truth.

*_And touched the sooouuuuunnddddd... of silennnnnnce..._*

Celestia shook her head, "there was no other choice, you had your chance, she refused your tutilage and that's all there is too it!" she turned her head away with a harumph.

Luna looked like she was ready to strangle Celestia, "yes... because everything just conviently goes thy way! WELL THE LINE IS DRAWN HERE! We will not allow thee to have this, We will not allow thee to have Twilight!"

_*and in the naked light I saw... ten thousand ponies maybe mooooooreee... ponies talking withouuuuut speakinnnnggg... ponies hearing withouuuut listeninggg..._*

"IS THAT A CHALLENGE?!" Celestia roared back and the two butted heads with such force that the shockwave cracked the marble around them.

Around Luna daknress festered, around Celestia blinding light coallesced and shone briliatnly. The two elements clashed against oneanother as the two sisters shoved eachother's heads each with their own monstrous brute strength, blood trailed down their foreheads and their eyes shown pure white.

*_ponies writing soooongs, that voiceeesss never shared...nopony dared... disturb the soouuuuunnnddddd_*

Down below, Twilight's mind finally came to a full rest as it began accepting the sight of the universe in its rawest and most pure form, she looked around and saw all points in time and space not as lines or points on a plane, but as a circle, with each moment and object of mass equidistant from oneanother. She looked forward and smiled deviously as she felt the full extent of her power.

*_of silence..._*

Then Twilight felt around inside her body, mind, and soul... her power felt... different form that of the demons. This was... well it was natural... it was _her _power and hers alone.

*_"fools", daid I, "you do not know... silence like a cancer growwwwwwsss... hear my words that I miiiight teach youuuu"_*

Twilight realized then... she had power... more than that, she had political power.

Twilight's skin began to pale, her teeth began to turn black as sinister smile found its way onto her features.

She... maybe she didn't need to destroy the world just to change it... she had influence now as a Princess...

Twilight's eyes vanished inplace of empty eye sockets.

*_But my woooords, like silent raindrops fell... and echoed the wellllllsss..._*

Twilight's smile grew so large that her lips split, black blood spurted onto the ground and poisoned the soil, the beatuful flowers around her wilted and died.

*_of silence..._*

Twilight's body teleported away towards the gates of Tartarus.

"hmhmhmhm... Oh I think I'll like being a Princess... A goddess... ruler of Equestria huh? I could get very used to that..." she trotted towards the gate to Hell, "and I have a few... 'changes' in mind..." she said with a predatory grin as she neared Cerebus.

The hellhound lifted from his sleeping position and growled at the intruder.

Twilight raised her hoof and twisted it, all three of the demon's heads snapped. With a toss of her hoof in the air, the dog was thrown hundreds of yards into the distance.

Twilight's smile grew even wider as she looked at her hoof and began laughing hysterically, "I LOVE BEING A GODDESS!"

*_And the ponies bowed and praaayyyyed to the neon god they maaaade_*

Twilight's horn glowed and the gates to Hell were ripped open, a hundred million eyes gazed at her form the pits of Tartarus.

With another flash of her horn, a hundred million demons flew into her body and became one with her. But they did not possess her... they became her food, she devoured them as a god devours a sacrifice, their minds and spirits were ripped asunder and their power became one with hers.

A bright light flashed.

XXXXX

Far off in the back mountains of Canterlot, Luna and Celestia stood panting in a giant crater covered in eachother's blood.

Celestia sighed, "that's enough foalish sibling rivalry for one day..." she said as she began to trot off.

*_And the sign flashed out iiiits warniiiing... in the words that it waaaas formingggg_*

"This isn't over Tia! We won't let you have her all to thyself!" Luna shrieked with a vengence.

Celestia turned around with furrowed brows, "she isn't a 'thing' to be owned Luna... but I wouldn't expect you to understand that... this conversation is over." and with that, she teleported back to the castle.

Luna snorted through her nose, "so thou thinks... hmph... We WILL have Twilight to ourselves... no matter what the cost."

XXXXX

Twilight's body broke and reform as she grew in size to thrice that of Celestia, she stood on two long lanky hooves with pale skin covered in dirt patches, her long humanoid torso stood tall with a giant glyph of her cutie mark covered with an inverted pentagram edthed in to her skin as if by a knife, her long arms held out to the sides palms out and clawed fingers pointing to the sky in a half grasp.

Twilight's long dark violet mane looked as if it were soaked in blood and dripped crimson dropplets onto the ground beneath her. Her eyes were hollow with hellfire burning in the empty sockets with little tongues of flame licking out into the air, her lips spread wide and split at several places, opened up to show black serated teeth and five long slimy tongues hanging out form the side, her horn was twice as long and riddled with holes and kinks, its entire spire was wrethed in pruple flames.

Her tail was no longer equine but instead was more akin to that of a dragon. Six black wings extended from her back spread wide.

*_And the sing said, "the words of the prophets are written on the subway walls... and tenement halls..."_*

Twilight stood not as a Witch, but as something so much more... as a Devil Princess... monsters and abominations surrounding the area saw her and bowed to their unchallenged queen. Twilight threw her head back and roared with such fury as if to intimidate the heavens themselves, "**I am the Twilight Sparkle! Master of Tartarus, Princess of demons, AND GODDESS OF HHHEEELLLLLLLLL!**"

*_And whispered in the sooooooouuuuuuuunds..._*

Twilight's head looked back down at the land befor her, "And I'm just getting started!"

*_Of silennnnnnnnnnnce..._*

THE END!

To be continued in the sequel, "The Sorceress' Ambition"

I wanna say thanks to all my readers who clinged to the story and gave me encouragement and support, you all really give me the motivation to continue writing, THANK YOU!

Review if you liked!

_Bemnal the Fallen_ out.


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